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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) | $ 28.32 | 12/02/2014 | M | 35,000 | (6) | 10/01/2017 | Common Shares, No Par Value | 35,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 28.32 | 12/02/2014 | M | 100,000 | (6) | 10/01/2017 | Common Shares, No Par Value | 100,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 30.84 | 12/02/2014 | M | 98,200 | (7) | 05/21/2018 | Common Shares, No Par Value | 98,200 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 22.83 | 12/02/2014 | M | 75,000 | (8) | 05/21/2019 | Common Shares, No Par Value | 75,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rosebrough Walter M Jr 5960 HEISLEY ROAD MENTOR, OH 44060 |
X | President & CEO |
/s/ Dennis P. Patton, Authorized Representative under Power of Attorney | 12/04/2014 | |
**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) | Closing market price on the NYSE on the day on which the cashless stock option transaction occurred. |
(2) | 75,247 of these Common Shares are held by the Reporting Person as Trustee of a revocable trust established for his benefit and 49,500 of these Common Shares are restricted and also are held by the Reporting Person as Trustee of a revocable trust established for his benefit. The restrictions on the restricted Common Shares lapse as follows: 3,750 on June 1, 2015; 5,000 on June 1, 2015; 5,000 on May 31, 2016; 6,250 on June 1, 2015; 6,250 on May 31, 2016; 6,250 on May 31, 2017; 4,250 on June 1, 2015; 4,250 on May 30, 2016; 4,250 on May 30, 2017 and 4,250 on May 30, 2018. |
(3) | These shares are held in a revocable trust of the Reporting Person's spouse as Trustee established for her benefit. |
(4) | These shares are held in an irrevocable trust of the Reporting Person as Trustee established for the benefit of the children of the Reporting Person and the Reporting Person's Spouse. |
(5) | These shares are held in an irrevocable trust of the Reporting Person as Trustee established for the benefit of the grandchildren of the Reporting Person and the Reporting Person's Spouse. |
(6) | These options became exercisable in 25% increments on October 1, 2008, October 1, 2009, October 1, 2010 and October 1, 2011. |
(7) | These options became exercisable in 25% increments on May 21, 2009, May 21, 2010, May 21, 2011 and May 21, 2012. |
(8) | These options became exercisable in 25% increments on May 21, 2010, May 21, 2011, May 21, 2012 and May 21, 2013. |
(9) | This transaction involved a transfer of shares by the Reporting Person, as Trustee, from the Reporting Person's revocable trust, established for his benefit, to a tax-exempt charity. |
(10) | This transaction involved a transfer of shares by the Reporting Person, as Trustee, from the Reporting Person's revocable trust, established for his benefit, to his spouse, as Trustee of a revocable trust established for her benefit. |