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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 | ||||||||
Stock Appreciation Rights | $ 21.15 | 03/28/2013 | D | 72,000 | 05/26/2005(4) | 05/26/2014 | Common Stock | 48,572 | (4) | 0 | D | ||||
Stock Appreciation Rights | $ 35.6 | 03/28/2013 | D | 75,000 | 06/07/2006(5) | 06/07/2015 | Common Stock | 33,923 | (5) | 0 | D | ||||
Stock Appreciation Rights | $ 37.05 | 03/28/2013 | D | 3,500 | 06/06/2007(6) | 06/06/2016 | Common Stock | 1,505 | (6) | 0 | D | ||||
Stock Appreciation Rights | $ 48.66 | 03/28/2013 | D | 22,415 | 04/01/2012(7) | 04/01/2021 | Common Stock | 5,635 | (7) | 0 | D | ||||
Stock Appreciation Rights | $ 50.12 | 03/28/2013 | D | 26,274 | 03/30/2013(8) | 03/30/2022 | Common Stock | 6,015 | (8) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 14.12 | 03/28/2013 | D | 76,900 | 05/22/2004(9) | 05/22/2013 | Common Stock | 76,900 | (9) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WARREN ROBERT C JR PO BOX 20187 PORTLAND, OR 97294 |
X | X | President and CEO |
Robert C. Warren, Jr. | 03/29/2013 | |
**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) | Mr. Warren disclaims beneficial ownership of Cascade Corporation common stock held by Warren Holdings, LLC, except to the extent of his pecuniary interest therein. |
(2) | Mr. Warren disclaims beneficial ownership of Cascade Corporation common stock held by his wife. |
(3) | 22,498 of these shares represent shares of restricted stock which became fully vested by virtue of the merger and were cancelled and converted into the right to receive a lump sum cash payment equal to the merger consideration of $65.00 per share, pursuant to the Agreement and Plan of Merger, dated October 22, 2012, among Cascade Corporation, Toyota Industries Corporation and Industrial Components and Attachments II, Inc. |
(4) | These stock appreciation rights, which provided for vesting in four equal annual installments beginning on May 26, 2005, were cancelled in the merger in exchange for a cash payment of $3,157,200, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights. |
(5) | These stock appreciation rights, which provided for vesting in four equal annual installments beginning on June 7, 2006, were cancelled in the merger in exchange for a cash payment of $2,205,000, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights. |
(6) | These stock appreciation rights, which provided for vesting in four equal annual installments beginning on June 6, 2007, were cancelled in the merger in exchange for a cash payment of $97,825, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights. |
(7) | These stock appreciation rights, which provided for vesting in three equal annual installments beginning April 1, 2012, were cancelled in the merger in exchange for a cash payment of $366,261, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights. |
(8) | These stock appreciation rights, which provided for vesting in four equal annual installments beginning on March 30, 2013, were cancelled in the merger in exchange for a cash payment of $390,957, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights. |
(9) | These options, which provided for vesting in four equal annual installments beginning on May 22, 2004, were cancelled in the merger in exchange for a cash payment of $3,912,672, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights. |