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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) | $ 12.6 | 07/01/2005 | D | 9,000 | (3) | 01/20/2015 | COMMON STOCK | 9,000 | (3) | 0 | D | ||||
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 8 | 07/01/2005 | D | 60,000 | (4) | 02/25/2013 | COMMON STOCK | 60,000 | (4) | 0 | D | ||||
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 3.95 | 07/01/2005 | D | 12,000 | (5) | 12/03/2011 | COMMON STOCK | 12,000 | (5) | 0 | D | ||||
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 7.75 | 07/01/2005 | D | 10,000 | (6) | 03/29/2011 | COMMON STOCK | 10,000 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TWAITS ALAN R 2200 ELLER DRIVE FT. LAUDERDALE, FL 33316 |
SVP/SECY/GC |
ALAN R. TWAITS | 07/06/2005 | |
**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) | Disposed of pursuant to merger agreement among Issuer, SEACOR Holdings Inc. ("SEACOR"), SBLK Acquisition Corp. and CORBULK LLC dated as of March 16, 2005 (the "Merger Agreement") in exchange for $81,332.00 in cash and 5,478 shares of SEACOR common stock having a market value of $64.30 per share on the effective date of the merger. |
(2) | Represents 177 shares of the Issuer's common stock surrendered to the Issuer as payment of Reporting Person's tax liability upon the vesting of 667 shares of restricted stock at a price of $19.60 per share. |
(3) | This option, which provided for vesting in three equal annual installments beginning January 20, 2006, was converted into an option to purchase 2,425 shares of SEACOR common stock for $46.77 per share and receive $36,000.00 in cash pursuant to the Merger Agreement. |
(4) | This option, which provided for vesting in four equal annual installments beginning February 25, 2004, was converted into an option to purchase 16,164 shares of SEACOR common stock for $29.70 per share and receive $240,000.00 in cash pursuant to the Merger Agreement. |
(5) | This option, which provided for vesting in three equal annual installments beginning December 2, 2002, was converted into an option to purchase 3,233 shares of SEACOR common stock for $14.66 per share and receive $48,000.00 in cash pursuant to the Merger Agreement. |
(6) | This option, which provided for vesting in three equal annual installments beginning March 29, 2002, was converted into an option to purchase 2,694 shares of SEACOR common stock for $28.77 per share and receive $40,000.00 in cash pursuant to the Merger Agreement. |