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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 | ||||||||
| Options to Purchase Common Stock | $ 1.46 | (3) | 11/19/2018 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Options to Purchase Common Stock | $ 4.74 | (4) | 03/19/2018 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Options to Purchase Common Stock | $ 16 | 06/29/2009 | D | 20,000 (5) | (6) | 03/21/2017 | Common Stock | 20,000 | $ 0 | 0 | D | ||||
| Options to Purchase Common Stock | $ 3.28 | 06/29/2009 | A | 15,512 (5) | (7) | 03/21/2017 | Common Stock | 15,512 | $ 0 | 15,512 | D | ||||
| Option to Purchase Common Stock | $ 15.76 | 06/29/2009 | D | 20,000 (5) | (8) | 03/15/2016 | Common Stock | 20,000 | $ 0 | 0 | D | ||||
| Options to Purchase Common Stock | $ 3.28 | 06/29/2009 | A | 14,141 (5) | (9) | 03/15/2016 | Common Stock | 14,141 | $ 0 | 14,141 | D | ||||
| Option to Purchase Common Stock | $ 19.34 | 06/29/2009 | D | 30,000 (5) | (10) | 04/04/2015 | Common Stock | 30,000 | $ 0 | 0 | D | ||||
| Options to Purchase Common Stock | $ 3.28 | 06/29/2009 | A | 16,477 (5) | (9) | 04/04/2015 | Common Stock | 16,477 | $ 0 | 16,477 | D | ||||
| Option to Purchase Common Stock | $ 17 | 06/29/2009 | D | 15,000 (5) | (11) | 10/06/2014 | Common Stock | 15,000 | $ 0 | 0 | D | ||||
| Options to Purchase Common Stock | $ 3.28 | 06/29/2009 | A | 8,053 (5) | (9) | 10/06/2014 | Common Stock | 8,053 | $ 0 | 8,053 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Toal Sheamus 450 W. 33RD STREET 5TH FLOOR NEW YORK, NY 10001 |
EVP and CFO | |||
| Linda Gormezano, attorney in fact /s/ Linda Gormezano | 07/01/2009 | |
| **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) | On November 19, 2008, the Reporting Person was granted an award of restricted stock in connection with the modification of the Company's Spring 2009 bonus plan. The Company, its senior management and its Board of Directors have agreed to modify the spring bonus plan under the Company's Incentive Compensation Plan, such that target bonuses for senior management will be reduced by 50% and will not be paid with cash but rather will be paid with an award of the Company's common stock if the Company achieves the applicable operating income targets for Spring 2009 that were approved by the Compensation Committee of its Board of Directors. For a further description of the Company's Incentive Compensation Plan, refer to its 2009 Proxy Statement filed with the Securities and Exchange Commission on May 15, 2009. |
| (2) | Includes 22,474 shares of restricted stock described in footnote #1. |
| (3) | The options become exercisable in four annual installments on the following dates: 6,250 shares on November 19, 2009; 6,250 shares on November 19, 2010; 6,250 shares on November 19, 2011; and 6,250 shares on November 19, 2012. |
| (4) | The options become exercisable in four annual installments on the following dates: 12,500 shares on March 19, 2009; 12,500 shares on March 19, 2010; 12,500 shares on March 19, 2011; and 12,500 shares on March 19, 2012. |
| (5) | The Company canceled the stock option awards granted to the Reporting Person on October 6, 2004, April 4, 2005, March 15, 2006, and March 21, 2007, pursuant to the Company's stock option exchange program approved by the Company's shareholders on June 29, 2009. In exchange for each canceled option award, the Reporting Person received a replacement option award for a lesser number of stock options with an equal fair value and an exercise price equal to the closing price of the Company's common stock on the date of grant (June 29, 2009). |
| (6) | The canceled options were exercisable in five annual installments on the following dates: 3,000 shares on March 21, 2008; 3,000 shares on March 21, 2009; 4,000 shares on March 21, 2010; 5,000 shares on March 21, 2011; and 5,000 shares on March 21, 2012. |
| (7) | The options become exercisable on the following dates: 11,634 shares on June 29, 2011 and 3,878 shares on March 21, 2012. |
| (8) | The canceled options were exercisable in five annual installments on the following dates: 3,000 shares on March 15, 2007; 3,000 shares on March 15, 2008; 4,000 shares on March 15, 2009; 5,000 shares on March 15, 2010; and 5,000 shares on March 15, 2011. |
| (9) | The options become exercisable on on June 29, 2011. |
| (10) | The canceled options were exercisable in five annual installments on the following dates: 4,500 shares on April 4, 2006; 4,500 shares on April 4, 2007; 6,000 shares on April 4, 2008; 7,500 shares on April 4, 2009; and 7,500 shares on April 4, 2010. |
| (11) | The canceled options were exercisable in five annual installments on the following dates: 2,250 shares on October 6, 2005; 2,250 shares on October 6, 2006; 3,000 shares on October 6, 2007; 3,750 shares on October 6, 2008; and 3,750 shares on October 6, 2009. |
| Remarks: Except as outlined above, the filing of this Form shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |