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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Employee Stock Option (Right to Buy) | $ 7.1133 | Â | Â | Â | Â | Â | Â (6) | 03/10/2013 | Common Stock, $.10 par value | Â | 6,000 | Â | ||
| Employee Stock Option (Right to Buy) | $ 13.32 | Â | Â | Â | Â | Â | Â (7) | 12/17/2017 | Common Stock, $.10 par value | Â | 20,000 | Â | ||
| Restricted Stock Units (8) | Â | Â | Â | Â | Â | Â | Â (9) | 12/17/2017 | Common Stock, $.10 par value | Â | 20,000 | Â | ||
| Employee Stock Option (Right to Buy) | $ 6.39 | Â | Â | Â | Â | Â | Â (10) | 04/06/2019 | Common Stock, $.10 par value | Â | 8,000 | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SHAW STEVEN A 346 CLAYPOOL DRIVE WARWICK, RI 02886 |
 X |  X |  |  |
| /s/ Steven A. Shaw | 12/12/2012 | |
| **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) | Since the date of the last report, the 131 shares previously held in the reporting person's Employee Stock Ownership Plan account in the Company Savings Plan and 16,306 shares held in the reporting person's Stock Fund under the reporting person's 401(k) Plan account in the Company Savings Plan were rolled over into a self-directed IRA and therefore are now owned directly. |
| (2) | Held as co-trustee, with the reporting person's brother and a director of the issuer, of a trust of which the reporting person is the beneficiary. |
| (3) | Held as co-trustee, with the reporting person's brother and a director of the issuer, of trusts of which the reporting person's brother and sister, respectively, are beneficiaries. |
| (4) | Held as co-trustee, with the reporting person's brother, sister and a director of the issuer, of a trust of which the reporting person is the beneficiary. |
| (5) | Held as co-trustee, with the reporting person's brother, sister and a director of the issuer, of trusts of which the reporting person's brother and sister, respectively, are beneficiaries. |
| (6) | Currently exercisable in full. |
| (7) | Options may have been "earned" subject to the Company's achievement of certain performance goals measured at the end of the Company's 2012 fiscal year, ended October 28, 2012. There has been no determination as to whether or not any such options have been earned, and if so, the number of options earned. Such options, to the extent "earned," are scheduled, subject to certain conditions, to vest in four equal annual installments on the 15th day of the third month of each of the Company's 2013, 2014, 2015 and 2016 fiscal years. The end of the Company's fiscal year is the Sunday nearest October 31, 2012. |
| (8) | Each restricted stock unit represents the right to one share of common stock. |
| (9) | Each share of common stock represented by a restricted stock unit may be "earned" subject to the Company's achievement of certain performance goals measured at the end of the Company's 2011 fiscal year, ended October 30, 2011. There has been no determination as to whether or not any such shares have been earned, and if so, the number of shares earned. Such shares, to the extent "earned," are scheduled, subject to certain conditions, to vest in five equal annual installments on the 15th day of the third month of each of the Company's 2012, 2013, 2014, 2015 and 2016 fiscal years. The end of the Company's fiscal year is the Sunday nearest to October 31. |
| (10) | The option is exercisable in 20% annual installments, on a cumulative basis, commencing April 7, 2010, one year after the date of grant of the option. |