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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 | ||||||||
Stock Option (Right to Buy) | $ 11.44 | 05/29/2012 | M | 380,000 (1) | 10/21/2007 | 10/21/2013 | Common Stock, par value $.01 per share | 380,000 | $ 0 | 1,845,852 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STACK EDWARD W 345 COURT STREET CORAOPOLIS, PA 15108 |
X | X | Chairman and Chief Exec. Off. |
/s/ Edward W. Stack | 05/31/2012 | |
**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) | Pursuant to a Memorandum of Understanding ("MOU") dated the 2nd day of March, 2009, Mr. Stack's former spouse is entitled to receive the economic benefit with respect to certain stock options exercisable for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event), which includes the right to request the exercise and/or sale of such stock options in accordance with the Company's applicable policies, Section 16(b) limitations and the terms of the MOU. Mr. Stack maintains voting power with respect to any such stock underlying these options when such option is exercised. One-half of the net after tax proceeds associated with the exercise and sale of shares underlying the vested stock option has been transferred in accordance with the terms of the MOU. |
(2) | Amount includes 10,011,006 shares of Class B common stock (the "Class B Common Stock"), which is not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B Common Stock have identical rights to holders of common stock, except that holders of Class B Common Stock are entitled to 10 votes for each share held of record. Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of common stock. |
(3) | Amounts reflect a shift from indirect to direct ownership of 1,798,341 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trusts referenced in footnotes 5 through 9 below, and were transferred to Mr. Stack on May 29, 2012 to satisfy annuity payment obligations under each of the Grantor Retained Annuity Trusts. |
(4) | Represents the weighted average of multiple sales transactions ranging in price from $47.25-$47.4750. The reporting person agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company. |
(5) | On May 26, 2010, the reporting person contibuted 2,525,000 shares of Class B Common Stock to the Edward W. Stack Grantor Retained Annuity Trust I for the benefit of himself and his children. Thereafter, 1,861,130 shares were transferred to the reporting person on September 7, 2011 and May 29, 2012 to satisfy required annuity payments, which shares are currently reported as being directly owned. Upon termination of the grantor retained annuity trust on May 29, 2012, the remaining 663,870 shares were transferred to the Edward W. Stack Irrevocable Trust, in which the reporting person has neither a direct nor indirect beneficial ownership interest. |
(6) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust II. |
(7) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust III. |
(8) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV. |
(9) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V. |