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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 | ||||||||
Deferred Stock Units | (2) | (3) | (3) | Common Stock | 161,376.87 (2) | 161,376.87 | D | ||||||||
Employee Stock Option (right to buy) (4) | $ 2.32 | (5) | (5) | Common Stock | 200,000 (4) | 200,000 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HANAKA MARTIN E GOLFSMITH INTERNATIONAL HOLDINGS, INC. 11000 NORTH IH-35 AUSTIN, TX 78753 |
X | CEO, Chairman of the Board |
/s/ R. Scott Wood, Attorney-in-fact | 11/26/2008 | |
**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) | Acquired by the reporting person through an open market purchase. |
(2) | Golfsmith International Holdings, Inc. (the "Company") previously granted these Deferred Stock Units ("DSUs") to the reporting person pursuant to its Non-Employee Director Compensation Plan. Each DSU represents a contingent right to receive one share of common stock of the Company. |
(3) | The DSUs are fully vested. Vested DSUs are exercisable by the reporting person upon termination of his service on the Board of the Company. |
(4) | Represents options actually granted to the reporting person on June 13, 2008. The grant of option to purchase an additional 800,000 shares was approved by the Board, but remains subject to shareholder approval of an increase in the number of shares available for grant under the Company's 2006 Incentive Compensation Plan and will be separately reported on a subsequent Form 4 for the reporting person upon such approval. |
(5) | The option vests and becomes exercisable on June 16, 2009, subject to earlier vesting in full in limited circumstances specified in the award agreement. The option expires 10 years from the date of grant. |