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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 | ||||||||
Stock Options | $ 29.51 | 01/14/2011 | D | 87,061 | (3) | 01/20/2020 | Common Stock | 87,061 | (3) | 0 | D | ||||
Stock Options | $ 9.8 | 01/14/2011 | D | 15,988 | (3) | 03/24/2019 | Common Stock | 15,988 | (3) | 0 | D | ||||
Stock Options | $ 41.22 | 01/14/2011 | D | 8,100 | (4) | 01/22/2018 | Common Stock | 8,100 | $ 0 | 0 | D | ||||
Stock Options | $ 30.42 | 01/14/2011 | D | 3,800 | (3) | 12/13/2016 | Common Stock | 3,800 | (3) | 0 | D | ||||
Stock Options | $ 19.91 | 01/14/2011 | D | 5,605 | (3) | 12/14/2015 | Common Stock | 5,605 | (3) | 0 | D | ||||
Performance Share Units | $ 0 | 01/14/2011 | D | 6,025 | (5) | 01/22/2011 | Common Stock | 6,025 | (5) | 0 | D | ||||
Performance Share Units | $ 0 | 01/14/2011 | D | 22,945 | (6) | 01/12/2014 | Common Stock | 22,945 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Edwards Marvin S Jr 1100 COMMSCOPE PLACE, SE HICKORY, NC 28602 |
President & COO |
/s/Marvin S. Edwards, Jr. | 01/19/2011 | |
**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) | Each share was disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among the Issuer, Cedar I Holding Company, Inc. ("Cedar I Holding") and Cedar I Merger Sub, Inc., dated as of October 26, 2010, in exchange for a share of Cedar I Holding common stock valued at $31.50 per share. |
(2) | Shares held by Savings Plan as of January 14, 2011. |
(3) | This option, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant, was disposed of pursuant to the Merger Agreement by conversion into an option to acquire shares of Cedar I Holding common stock valued at $31.50 per share. |
(4) | This option, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant, was cancelled and disposed of pursuant to the Merger Agreement. |
(5) | These performance share units, which provided for vesting in one installment on the third anniversary of the date of grant, subject to achievement of performance criteria, were cancelled and disposed of pursuant to the Merger Agreement in exchange for $31.50 in cash for each share of the Issuer's common stock subject to such performance share units. |
(6) | These performance share units, which provided for vesting in one installment on or before February 28, 2011, subject to achievement of performance goal, were cancelled and disposed of pursuant to the Merger Agreement in exchange for $31.50 in cash for each share of the Issuer's common stock subject to such performance share units. |