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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 | ||||||||
Employee Stock Option (right to buy) | $ 25.23 | 10/12/2007 | D | 51,000 | (4) | 07/06/2015 | Common Stock | 51,000 | $ 22.77 (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 35.94 | 10/12/2007 | D | 150,000 | (5) | 06/13/2016 | Common Stock | 150,000 | $ 12.06 (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Keister Richard L 655 GRASSMERE PARK DRIVE NASHVILLE, TN 37211 |
X | President & CEO |
/s/ Richard L. Keister by:Anthony R. Dainora, as Attorney-in-Fact | 10/12/2007 | |
**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) | These shares of Common Stock include 7,500 restricted shares granted under the Keystone Automotive Industries, Inc. ("Keystone") 1996 Employee Stock Incentive Plan and 55,000 performance shares granted under the Keystone 2005 Omnibus Incentive Plan , each of which represents a contingent right to receive shares of Keystone Common Stock which have vested. |
(2) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 16, 2007, by and among Keystone, LKQ Corporation and LKQ Acquisition Company in exchange for a cash payment of $48.00 per share. |
(3) | The reporting person is the trustee for the trust and holds a remainder interest therein. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. |
(4) | These options, which vest in three equal annual installments beginning on the one-year anniversary of the grant date, were cancelled pursuant to the Agreement and Plan of Merger, dated as of July 16, 2007, by and among Keystone, LKQ Corporation and LKQ Acquisition Company in exchange for a cash payment equal to the product of the number of shares of common stock subject to the option multiplied by the excess, if any, of $48.00 over the exercise price per share of common stock under such option. |
(5) | These options, which vest in three equal annual installments beginning on the third anniversary of the grant date, were cancelled pursuant to the Agreement and Plan of Merger, dated as of July 16, 2007, by and among Keystone, LKQ Corporation and LKQ Acquisition Company in exchange for a cash payment equal to the product of the number of shares of common stock subject to the option multiplied by the excess, if any, of $48.00 over the exercise price per share of common stock under such option. |