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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 | ||||||||
Phantom / Retirement | $ 1 (3) | 03/03/2008 | A | 1,354.367 (4) | (5) | (5) | Common Stock | 1,354.367 | $ 67.59 | 3,327.91 | D | ||||
Phantom 3/05D | $ 1 | 03/03/2008 | M | 1,354.367 | 02/25/2005 | 03/01/2008 | Common Stock | 1,354.367 | $ 67.59 | 383.777 | D | ||||
Phantom 3/06D | $ 1 | 03/02/2006 | 03/02/2009 | Common Stock | 3,182.291 | 3,182.291 | D | ||||||||
RSUP1 | $ 1 | 03/03/2008 | M | 3,808.761 | 03/01/2008 | 03/01/2008 | Common Stock | 3,808.761 | $ 68.52 | 0 | D | ||||
RSUP10 | $ 1 (3) | 03/03/2008 | 03/03/2008 | A | 5,043 (6) | 03/03/2011 | 03/03/2011 | Common Stock | 5,043 | $ 66.81 | 5,043 | D | |||
RSUP4 | $ 1 | 03/01/2009 | 03/01/2009 | Common Stock | 3,549.698 | 3,549.698 | D | ||||||||
RSUP6 | $ 1 | 03/01/2010 | 03/01/2010 | Common Stock | 4,920.128 | 4,920.128 | D | ||||||||
Stock Options (Right to buy) | $ 38.76 | 03/03/2008 | 03/03/2008 | M | 8,625 | 03/01/2008 | 03/01/2014 | Common Stock | 8,625 (7) | $ 38.76 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JONES CHARLES E 76 SOUTH MAIN STREET AKRON, OH 44308 |
President, FE Solutions Corp. |
Edward J. Udovich, POA | 03/04/2008 | |
**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). |
(5) | This transaction reflects the extension and vesting of phantom stock to retirement or other termination of employment under arrangements approved by the Compensation Committee. |
(3) | 1 for 1 |
(4) | These transactions reflect the extension of the expiration date of phantom stock from 3/1/2008 to "retirement" under arrangements approved by the Compensation Committee and reflect the movement of stock from the Phantom 3/05 account to the "retirement" account. |
(2) | Kimberly Jones resigned from the company; as such, the following awards and share amounts were forfeited and reduced to zero: RSUD2 (243.741 shares); RSUD5 (76.55 shares); RSUP1 (604.51); RSUP4 (489.763); RSUP6 (386); and Stock Options - Right to Buy - $38.76 (1,700). However, her Savings Plans shares are not impacted by her resignation. |
(6) | On February 19, 2008 the Board approved a March 3, 2008 performance-adjusted restricted stock unit grant to Mr. Jones in the amount of 6,724 shares, of which 75% or 5,043 shares will be payable on March 3, 2011. 1,681 shares are subject to forfeiture if the performance goals are not met. The full grant can be adjusted upward by an additional 25% if the 3-year goals are achieved. |
(7) | This transaction was performed in accordance with a 10b5-1 Plan signed by Charles Jones on 6/21/2005. |
(1) | The RSUP1 award listed in Table II has been reported at 75% of the original grant amount, as that represents the minimum amount guaranteed to be paid out upon vesting. Because of performance targets achieved, the award was paid out on March 3, 2008, at a performance-adjusted rate of 125%. The shares coded "A" represent that portion attributable to this performance adjustment. The shares coded "F" were sold to cover income tax obligations associated with the payout. |