|
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 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Forward Sale Contract (Obligation to Sell) | (4) (5) | 12/29/2011 | J(4)(5) | 200,000 | 12/28/2011 | 12/28/2011 | Common Stock | 200,000 | (4) (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WILTZ JAMES W 129 VIRGINIA STREET ST. PAUL, MN 55102 |
X |
Matthew L. Levitt, by Power of Attorney | 12/29/2011 | |
**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) | Revocable Trust of which the Reporting Person is the Settlor and Trustee. |
(2) | Held by Grantor Retained Annuity Trust. |
(3) | In Trust for members of Reporting Person's Family. |
(4) | On 12/29/11 the Reporting Person (RP) settled a prepaid forward sale contract with an unaffiliated third party buyer that was entered into on 12/29/09. The RP agreed to deliver to the buyer up to 200,000 shares on 12/29/11, the maturity date of the contract. The RP received $4,408,248 as of the date of contract. The RP pledged 200,000 shares (Pledged Shares) to secure his obligations under the contract. See FOOTNOTE 5. |
(5) | In accordance with the prepaid forward sale contract described in FOOTNOTE 4, the number of shares to be delivered to the buyer on the maturity date is as follows: (a) if the value per share on the maturity date (Maturity Price) is less than $24.92, the RP will deliver all the Pledged Shares; (b) if the Maturity Price is between $24.92 and $34.61, the RP will deliver shares equal to $24.92 divided by the Maturity Price times the number of Pledged Shares; and (c) if the Maturity Price is greater than $34.61, the RP will deliver shares equal to the Pledged Shares times the ratio of $24.92 plus Maturity Price less $34.61 divided by Maturity Price, or the cash equivalent. The Maturity Price was $29.74. Accordingly, RP delivered 167,600 of the Pledged Shares and retained 32,400 shares. |