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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 | ||||||||
Restricted Stock Units | (1) (2) | 01/13/2006 | M(1)(2) | 620 | 01/13/2006 | (1)(2) | Common Stock | 620 | (1) | 0 | D | ||||
Restricted Stock Units | (3) (4) | 01/13/2006 | M(3)(4) | 1,682 | 01/13/2006 | (3)(4) | Common Stock | 1,682 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CARLSEN ALAN R C/O CIRCOR INTERNATIONAL, INC. 25 CORPORATE DRIVE, SUITE 130 BURLINGTON, MA 01803 |
Vice President |
Alan J. Glass, Attorney-in-Fact | 01/17/2006 | |
**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) | The Restricted Stock Units (RSUs), the conversion of which are reported herein were issued to the reporting person pursuant to the issuer's Management Stock Purchase Plan (MSPP) on 2/12/03. On that date the fair market value of a share of the issuer's stock was $15.00. Under the MSPP executives may make an advance election to receive RSUs in lieu of a specified percentage or dollar amount of the executive's annual incentive bonus under the issuer's Bonus Plan. RSUs are issued in whole units on the basis of a 33% discount from the fair market value of the issuer's common stock on the date the underlying bonus is determined and generally vest 3 years from the date of grant at which time it converts into shares of common stock unless the executive has previously selected a longer deferral period. |
(2) | Although the MSPP provides for a 3-year vesting of RSUs, in the event of an individual's retirement, RSUs vest as of the retirement date on a one-third per year over a 3-year basis. Accordingly, due to Mr. Carlsen's retirement on January 13, 2006, two-thirds of the shares became vested and are being distributed to him. Under the terms of the MSPP, the remaining shares were forfeited and the reporting person is entitled to receive a refund of the previously deferred bonus in cash together with interest. |
(3) | The Restricted Stock Units (RSUs), the conversion of which are reported herein, were issued to the reporting person pursuant to the issuer's Management Stock Purchase Plan (MSPP) on March 4, 2004. On that date, the fair market value of a share of the issuer's stock was $23.76. Under the MSPP, executives may make an advance election to receive RSUs in lieu of a specified percentage or dollar amount of the executive's annual incentive bonus under the issuer's Bonus Plan. RSUs are issued in whole units on the basis of a 33% discount from the fair market value of the issuer's common stock on the date the underlying bonus is determined and generaly vest 3 years from the date of the grant, at which time they convert into shares of common stock unless the executive has previously selected a longer deferral period. |
(4) | Although the MSPP provides for a 3-year vesting of RSUs, in the event of an individual's retirement, RSUs vest as of the retirement date on a one-third per year over a 3-year basis. Accordingly, due to Mr. Carlsen's retirment on January 13, 2006, two-thirds of the shares became vested and are being distributed to him. Under the terms of the MSPP, the remaining shares were forfeited and the reporting person is entitled to receive a refund of the previously deferred bonus in cash together with interest. |