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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Unit | (6) | 12/04/2014 | A | 15,200 | (7) | (7) | Common Stock | 15,200 | $ 0 | 15,200 | D | ||||
| Performance Stock Unit | (6) | (8) | (8) | Common Stock | 8,600 | 8,600 | D | ||||||||
| Stock Options (Right to Buy) | $ 18.57 | 12/01/2006(9) | 12/01/2015 | Common Stock | 9,000 | 9,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 24.15 | 12/07/2007(9) | 12/07/2016 | Common Stock | 2,125 | 2,125 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROLFS STEPHEN J 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202 |
Senior VP Administration | |||
| /s/ John L. Hammond, Attorney-in-Fact for Mr. Rolfs | 12/05/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares were withheld to cover tax withholding in connection with the vesting of a prior restricted stock grant. |
| (2) | Includes shares of restricted stock held under Issuer's 1998 and 2002 Stock Option Plans and Issuer's 2007 Stock Plan. |
| (3) | Represents shares held in Issuer's ESOP as of the end of the month immediately preceding this filing. |
| (4) | Represents shares held in Issuer's Savings Plan as of the end of the month immediately preceding this filing. |
| (5) | Represents shares held in Issuer's Supplemental Benefit Plan as of the end of the month immediately preceding this filing. |
| (6) | Each performance stock unit represents a contingent right to receive one share of Issuer's Common Stock. |
| (7) | Represents grant of performance stock units under Issuer's 2007 Stock Plan. The award is eligible to vest following a three year performance period (from January 1, 2015 through December 31, 2017) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBIT growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined and vest following the three year performance period. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 0% to 150% of the target award amount. |
| (8) | Represents grant of performance stock units under Issuer's 2007 Stock Plan. The award is eligible to vest following a two year performance period (from January 1, 2014 through December 31, 2015) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBIT growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined following the two year performance period and will vest on the third anniversary of the original grant date. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 50% to 150% of the target award amount. |
| (9) | Original option grant vests in three equal annual installments beginning on the date listed in the "Date Exercisable" column. |