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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 (Right to Acquire) | $ 0 | 06/10/2011 | D | 3,900 | 02/16/2013 | 02/16/2015 | Common Stock | 3,900 | (1) | 0 | D | ||||
Performance Shares (Right to Acquire) | $ 0 | 06/10/2011 | D | 4,219 | 02/15/2014 | 02/15/2016 | Common Stock | 4,219 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $ 11.94 | 06/10/2011 | D | 25,000 | 10/22/2008 | 10/22/2017 | Common Stock | 25,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 5.77 | 06/10/2011 | D | 4,380 | 01/16/2010 | 01/16/2019 | Common Stock | 4,380 | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Codispoti Edward H 8050 SW 10TH STREET SUITE 4000 PLANTATION, FL 33324 |
Chief Accounting Officer |
/s/ Edward H. Codispoti_ | 06/10/2011 | |
**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) | These performance shares were canceled pursuant to the Agreement and Plan of Merger, dated as of April 20, 2011, by and among the Issuer, Monex Group, Inc., a Japanese corporation, and Felix 2011 Acquisition Sub, Inc., a Florida corporation, in exchange for the right to receive at the times that they otherwise would have vested a cash payment equal to $9.75 per share (without interest and less any required withholding taxes). |
(2) | This option was canceled pursuant to the Agreement and Plan of Merger, dated as of April 20, 2011, by and among the Issuer, Monex Group, Inc., a Japanese corporation, and Felix 2011 Acquisition Sub, Inc., a Florida corporation, in exchange for the right to receive a cash payment representing the number of shares of the Issuer's common stock underlying such option multiplied by the positive difference, if any, between the purchase price of $9.75 per share minus the exercise price of the option (without interest and less any required withholding taxes) at the effective time of the merger. |