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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 | ||||||||
Rsup4 | $ 1 (1) | 03/02/2009 | C | 2,216 (2) | 03/01/2009 | 03/01/2009 | Common Stock | 2,216 | $ 0 | 0 | D | ||||
Phantom / Retirement | $ 1 (1) | 03/02/2009 | C | 7,973 (5) | (4) | (4) | Common Stock | 7,973 | $ 0 | 10,630.4 | D | ||||
Phantom 3/06d | $ 1 (1) | 03/02/2009 | C | 7,973 (5) | 03/02/2006 | 03/02/2009 | Common Stock | 7,973 | $ 0 | 0 | D | ||||
RSUP12 | $ 1 (1) | 03/02/2009 | A | 4,382 (6) | 03/02/2012 | 03/02/2012 | Common Stock | 4,382 | $ 41.41 | 4,382 | D | ||||
Phantom 3/05d Retirement | $ 1 (1) | (7) | (7) | Common Stock | 6,506.499 | 6,506.499 | D | ||||||||
Phantom 3/07d | $ 1 (1) | 03/01/2007 | 03/01/2010 | Common Stock | 9,784.648 | 9,784.648 | D | ||||||||
Phantom 3/08d | $ 1 (1) | 03/01/2008 | 03/01/2011 | Common Stock | 6,455.998 | 6,455.998 | D | ||||||||
Rsud2 | $ 1 (1) | 03/01/2010 | 03/01/2010 | Common Stock | 2,658 | 2,658 | D | ||||||||
Rsud5 | $ 1 (1) | 03/01/2011 | 03/01/2011 | Common Stock | 2,329 | 2,329 | D | ||||||||
Rsup10 | $ 1 (1) | 03/03/2011 | 03/03/2011 | Common Stock | 4,899 | 4,899 | D | ||||||||
Rsup6 | $ 1 (1) | 03/01/2010 | 03/01/2010 | Common Stock | 4,673 | 4,673 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCHNEIDER DONALD R 76 SOUTH MAIN STREET AKRON, OH 44308 |
Senior Vice President |
Edward J. Udovich, POA | 03/04/2009 | |
**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) | 1 for 1 |
(2) | The RSUP4 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 2, 2009, 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. |
(3) | This transaction was performed in accordance with directives set forth in a 10b5-1 Plan signed by Donald Schneider on 4/4/2007. |
(4) | This transaction reflects the extension and vesting of phantom stock to retirement or other termination of employment under arrangements approved by the Compensation Committee. |
(5) | These transactions reflect the extension of the expiration date of phantom stock from 3/1/2009 to "retirement" under arrangements approved by the Compensation Committee and reflect the movement of stock from the Phantom 3/06D account to the "retirement" account. |
(6) | On February 17, 2009,the Board approved a March 2, 2009 performance-adjusted restricted stock unit grant to Mr. Schneider in the amount of 8,764 shares, of which 50% or 4,382 shares will be payable on March 2, 2012. Of these shares, 4,382 shares are subject to forfeiture if the performance goals are not met. The full grant can be adjusted upward by an additional 50% if the 3-year goals are achieved. |
(7) | These transactions reflect the extension of the expiration date of phantom stock from 3/1/2005 to "retirement" or "other termination of employment" under arrangements approved by the Compensation Committee, and reflects the stock moving to the "retirement" account from the Phantom 3/02D. |