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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LORBERBAUM JEFFREY S MOHAWK INDUSTRIES INC P O BOX 12069 CALHOUN, GA 30703 |
X | Chairman and CEO |
Jeffrey S. Lorberbaum | 07/30/2012 | |
**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) | The reporting person reports indirect beneficial ownership of 100% of the issuer shares held by Aladdin Partners, L.P., but disclaims beneficial ownership of these shares except to the extent of his individual pecuniary interest in such shares. |
(2) | The reporting person previously reported as indirectly beneficially owned 1,282,918 issuer shares held by JMS Group, L.P. (the "Family Partnership"). On February 29, 2012, the Family Partnership distributed and, in connection therewith, the general partner, SJL Management ("SJL") and the limited partners, including the reporting person, received a distribution of issuer shares (the "Family Partnership Distribution"). On March 1, 2012, SJL distributed the issuer shares it received in connection with the Family Partnership Distribution pro rata to each of its two owners, including the reporting person (the "SJL Distribution"). The Family Partnership no longer holds any issuer shares; however, the reporting person and the family affiliates retained investment control of the respective amount of shares they controlled prior to the Family Partnership Distribution and there was no sale or disposition of issuer shares to third parties. |
(3) | The reporting person received 356,185 shares in connection with the Family Partnership Distribution and 10,350 shars in connection with the SJL Distribution, which transactions were exempt under Rule 16a-13 as a change in form of beneficial ownership. The reporting person previously reported his indirect beneficial ownership of all of these shares through the Family Partnership. Following these transactions, the reporting person beneficially owned, directly, 422,335 issuer shares. On March 2, 2012, the reporting person transferred by gift 366,535 of such shares to Dalton Partners, L.P. ("Dalton Partners"), which resulted in the reporting person benefically owning, directly, 55,800 shares. |
(4) | Reflects the exchange, of estate planning purpose, of the reporting person's 99.9% LP interest in Dalton Partners to the Lorberbaum Dynasty Trust (the "Dynasty Trust") for a promissory note from the Dynasty Trust. Both entities are controlled by the reporting person. Following this transaction, Dalton Partners continued to hold 741,140 issuer shares, which are indirectly beneficially owned by the reporting person due to his investment control over such shares. The reporting person disclaims beneficial ownership of the shares held by Dalton Partners except to the extent of his individual pecuniary interest in such shares. |