Statement of Changes in Beneficial Ownership (4)
2016年12月2日 - 3:16AM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Foresti Ronaldo M
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2. Issuer Name
and
Ticker or Trading Symbol
LEXMARK INTERNATIONAL INC /KY/
[
LXK
]
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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)
Vice President
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(Last)
(First)
(Middle)
ONE LEXMARK CENTRE DRIVE, 740 WEST NEW CIRCLE ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/29/2016
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(Street)
LEXINGTON, KY 40550
(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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Class A Common Stock
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11/29/2016
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D
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99747.0000
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D
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$0
(1)
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0.0000
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D
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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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Deferred Stock Units
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(2)
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11/29/2016
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D
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1764.0000
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(2)
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(2)
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Class A Common Stock
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1764.0000
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(2)
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0.0000
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D
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Employee Stock Option
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$17.1200
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11/29/2016
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D
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86000.0000
(3)
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5/15/2011
(3)
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5/15/2019
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Class A Common Stock
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86000.0000
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(3)
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0.0000
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D
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Explanation of Responses:
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(
1)
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Represents shares of Class A Common Stock and restricted stock units, including associated dividend equivalent units, disposed of pursuant to the agreement and plan of merger (the "Merger Agreement") by and among the issuer, Ninestar Holdings Company Limited, Ninestar Group Company Limited, Ninestar Lexmark Company Limited and Apex Technology Co., Ltd. in exchange for $40.50 cash per share, without interest and less any applicable withholding taxes.
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(
2)
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Represents deferred stock units, including associated dividend equivalent units, disposed of pursuant to the Merger Agreement in exchange for $40.50 cash per share, without interest and less any applicable withholding taxes.
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(
3)
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Pursuant to the Merger Agreement, this option, which vested and became exercisable 34% on May 15, 2011, 33% on May 15, 2013 and 33% on May 15, 2015, was cancelled in exchange for a cash payment equal to the product of (a) the total number of shares of common stock subject to that option, multiplied by (b) the excess of $40.50 over the exercise price of such option, without interest and less any applicable withholding taxes.
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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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Foresti Ronaldo M
ONE LEXMARK CENTRE DRIVE
740 WEST NEW CIRCLE ROAD
LEXINGTON, KY 40550
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Vice President
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Signatures
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/s/ Ian C. Lofwall, Attorney-in-Fact
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12/1/2016
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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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