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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 | ||||||||
Performance Shares (2) | (3) | 01/16/2009 | A | 15,800 | (2) | (2) | Common Stock | 15,800 | $ 0 | 15,800 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MILLER GARY A 3550 WEST MARKET STREET AKRON, OH 44333 |
VP - Global Supply Chain & CPO |
/s/ Aaron S. Berke, attorney in fact for Gary A. Miller | 01/20/2009 | |
**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) | Award represents a grant of restricted stock pursuant to the A. Schulman, Inc. (the "Company") 2006 Equity Incentive Plan (the "2006 Plan"). Under the 2006 Plan, restrictions on stock awards lapse at a rate of 33 1/3% on January 16th of 2010, 2011 and 2012. |
(2) | Award represents a grant of Performance Shares pursuant to the 2006 Plan, which may be settled for shares of common stock upon the occurrence of specific criteria on January 16, 2012 (the "Settlement Date"). On the Settlement Date, vesting of Performance Shares will be determined based upon: (1) the performance of the Company's shares relative to a group of peer companies in the S&P Special Chemicals Index, as measured by total shareholder returns from the Grant Date to the Settlement Date (the "Performance Period"); and (2) whether the Company's total shareholder returns during the Performance Period are positive or negative. All Performance Shares that do not vest as of the Settlement Date will be forfeited. |
(3) | On the Settlement Date, all vested Performance Shares will be settled for shares of the Company's common stock on a 1-to-1 basis. |