FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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
                      

1. Name and Address of Reporting Person *

BAIRD BRENT D
2. Issuer Name and Ticker or Trading Symbol

TODD SHIPYARDS CORP [ TOD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1350 ONE M&T PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2011
(Street)

BUFFALO, NY 14203-2396
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Todd Shipyards Corp Common Stock   2/15/2011     D    41700   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Todd Stock Settled Appreciation Rights   $16.98   2/15/2011     D         2000      (2)   (2) Common Stock   2000   $5.29   (2) 0   D    
Todd Stock Settled Appreciation Rights   $15.18   2/15/2011     D         2000      (2)   (2) Common Stock   2000   $7.09   (2) 0   D    

Explanation of Responses:
( 1)  Disposed of in connection with the merger of the Issuer with Vigor Industrial LLC, effective February 15, 2011 (the "Merger"), pursuant to the Agreement and Plan of Merger, dated December 22, 2010 (the "Merger Agreement"), among the Issuer, Vigor Industrial LLC, and Nautical Miles, Inc., pursuant to which each issued and outstanding share of the Issuer's common stock owned immediately prior to the effective time of the Merger was exchanged for the right to receive $22.27 per share in cash, without interest and subject to any required withholding of taxes, less, in the case of stock options, the per share exercise price of the option.
( 2)  Pursuant to the Merger Agreement, the SSARs were cancelled in connection with the Merger in exchange for a cash payment representing the amount equal to the number of shares of the Issuer's common stock underlying the SSARs, multiplied by the difference between the per share exercise price and the per share merger consideration of $22.27, without interest and subject to any required withholding of taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BAIRD BRENT D
1350 ONE M&T PLAZA
BUFFALO, NY 14203-2396
X



Signatures
Brent D. Baird 2/16/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: 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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