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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 | ||||||||
Class B Common Stock | (1) | 12/17/2009 | J(2) | 167,056 | (1) | (1) | Class A Common Stock | 167,056 | $ 0 | 10,310,514 | I | By RL Holding, LP | |||
Class B Common Stock | (1) | 12/17/2009 | J(2) | 1,671 | (1) | (1) | Class A Common Stock | 1,671 | $ 0 | 30,729 | I | By RL Holding Group, Inc. | |||
Class B Common Stock | (1) | 12/17/2009 | J(2) | 163,722 | (1) | (1) | Class A Common Stock | 163,722 | $ 0 | 1,721,225 | I | By RL Family, LP | |||
Class B Common Stock | (1) | 12/17/2009 | J(2) | 163,722 | (1) | (1) | Class A Common Stock | 163,722 | $ 0 | 1,557,503 | I | By RL Family, LP | |||
Class B Common Stock | (1) | 12/17/2009 | J(2) | 163,722 | (1) | (1) | Class A Common Stock | 163,722 | $ 0 | 19,348,357 (3) | D | ||||
Class B Common Stock | (1) | 12/17/2009 | J(2) | 1,663 | (1) | (1) | Class A Common Stock | 1,663 | $ 0 | 19,350,020 (3) | D | ||||
Class B Common Stock | (1) | 12/17/2009 | J(4) | 565,549 | (1) | (1) | Class A Common Stock | 565,549 | $ 0 | 0 | I | By a GRAT (4) | |||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 5,904,966 | 5,904,966 | I | By GRATs | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 3,183,862 | 3,183,862 | I | By Wife's GRATs |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LAUREN RALPH 650 MADISON AVE NEW YORK, NY 10022 |
X | X | Chairman & CEO |
Yen D. Chu, Attorney-in-Fact | 12/21/2009 | |
**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) | Each share of Class B Common Stock is immediately convertible on a one-for-one basis into a share of Class A Common Stock. |
(2) | Reflects a distribution of shares of Class B Common Stock from RL Holding, L.P., a Delaware limited partnership, to each of RL Family L.P., a Delaware limited partnership, RL Holding Group, Inc., a Delaware corporation, and the reporting person. The portion of such shares distributed to RL Family, L.P. were subsequently distributed to the reporting person. |
(3) | Reflects a distribution to the reporting person of 631,404 shares of Class B Common Stock on December 17, 2009 from grantor retained annuity trusts of which the reporting person is a trustee. |
(4) | Reflects a distribution of shares of Class B Common Stock on December 17, 2009 upon the termination of one of the grantor retained annuity trusts to a successor trust for the benefit of the reporting person's issue and for various trusts of which the reporting person is a grantor. The reporting person was a trustee of the terminating grantor retained annuity trust. The reporting person is not a trustee of the successor trust. |