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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 | ||||||||
Employee Stock Option (right to buy) | $ 2 | 08/20/2009 | M | 542,000 (2) | 09/07/2003 | 08/23/2009 | Common Stock | 542,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REFSLAND EARL R 1720 SUBLETT AVENUE ST. LOUIS, MO 63110 |
X | President and CEO |
/s/ Earl R. Refsland | 08/24/2009 | |
**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) | Reflects 351,441 shares withheld by the Issuer at the market price of $4.24 per share less an exercise price of $2.00 per share to (i) fund the cashless exercise of 542,000 options and (ii) pay the amount of any federal, state and/or local income withholding tax arising from such exercise. |
(2) | Stock options under the Issuer's 1999 Incentive Stock Plan. The option shares are fully vested. |
Remarks: The transactions reported in Table I above reflect the cashless exercise of stock options. The cashless exercise for the options is reported in two (2) lines. The first line of the cashless exercise transaction is coded M in column 3 of Table I above and reports in column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with Code A for acquired. The line coded F in column 3 of Table I above relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options and tax withholdings associated therewith, such deduction reflected by Code D for disposed. The number of shares on a net basis actually owned by the Reporting Person after the cashless exercise of the options and the reduction for tax withholdings is the amount by which the first line for each cashless exercise exceeds the second line for the same cashless exercise. All transactions are exempt from Section 16(b) by reason of Rule 16b-3. The transaction reported in Table II above, reflects the disposition of the same stock options whose cashless exercise is disclosed in Table I above. |