Esmark Inc - Statement of Changes in Beneficial Ownership (4)
2008年7月4日 - 3:34AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MOONEY PAUL J
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2. Issuer Name
and
Ticker or Trading Symbol
Esmark INC
[
ESMK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Exec VP and CFO
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(Last)
(First)
(Middle)
1134 MARKET STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2008
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(Street)
WHEELING, WV 26003
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/3/2008
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M
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3333
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A
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(1)
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7689
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D
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Common Stock
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5/3/2008
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F
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984
(2)
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D
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$16.76
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6705
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D
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Common Stock
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6/30/2008
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M
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6667
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A
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(1)
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13372
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D
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Common Stock
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6/30/2008
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F
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1969
(2)
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D
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$19.12
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11403
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D
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Common Stock
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15
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I
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Held by 401(k) Plan
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(4)
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5/3/2008
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D
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3333
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5/3/2008
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(5)
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Common Stock
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3333
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$0.00
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6667
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D
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Restricted Stock Units
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(4)
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6/30/2008
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D
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6667
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6/30/2008
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(6)
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Common Stock
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6667
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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Shares of Common Stock acquired upon vesting of Restricted Stock Units.
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(
2)
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Represents shares of Common Stock withheld by the Issuer to satisfy withholding tax obligations in connection with the vesting of Restricted Stock Units.
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(
3)
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Units held representing interests in the Wheeling-Pittsburgh Corporation 401(k) Plan.
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(
4)
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Each Restricted Stock Unit represents a contingent right to receive one share of Esmark Incorporated Common Stock.
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(
5)
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On February 13, 2008, the Board of Directors of Esmark, upon the recommendation of the Compensation Committee, modified all outstanding awards of Restricted Stock Units made by Esmark Incorporated or Wheeling-Pittsburgh Corporation with three-year vesting so that the final two-thirds of awards vest two years from the grant date. As such, the remaining 6,667 Restricted Stock Units vest on May 3, 2009.
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(
6)
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Represents early vesting pursuant to the reporting person's employment agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MOONEY PAUL J
1134 MARKET STREET
WHEELING, WV 26003
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Exec VP and CFO
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Signatures
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/s/ Gary S. Regan by
Power of Attorney for
Paul J. Mooney
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7/3/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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