| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LEXMARK INTERNATIONAL INC /KY/ [ LXK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Class A Common Stock | 02/23/2011 | A | 21,150(1) | A | $0.0000 | 45,383 | D | |||
| Class A Common Stock | 02/23/2011 | A | 5,500(2) | A | $0.0000 | 50,883 | D | |||
| Class A Common Stock | 02/24/2011 | F(3) | 2,576 | D | $37 | 48,307(4) | D | |||
| Class A Common Stock | 3,380.441 | I | By 401(k) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Explanation of Responses: |
| 1. Represents an award to the Reporting Person of an equal number of performance-based restricted stock units (PRSUs) granted pursuant to the Issuer's stock incentive plan, as approved by the Compensation and Pension Committee of the Board of Directors on February 23, 2011. On February 23, 2010, the Reporting Person was granted an opportunity to earn up to 21,150 PRSUs, subject to the achievement of the performance measure during the 2010 performance period. The Compensation and Pension Committee reviewed and certified the business results for the PRSUs on February 23, 2011 and determined that maximum performance had been attained for the performance period. The earned PRSUs will become vested and settled as follows: 7,191 on February 24, 2011, 6,979 on February 24, 2013 and 6,980 on February 24, 2014. |
| 2. Represents an award to the Reporting Person of an equal number of restricted stock units (RSUs) granted pursuant to the Issuer's stock incentive plan, which will vest and settle as follows: 1,870 on February 24, 2013 and 1,850 on each of February 24, 2014 and February 24, 2015. |
| 3. Represents shares sold in payment of tax liability, fees and commissions in connection with the vesting and settlement of 7,191 PRSUs on February 24, 2011. |
| 4. 38,411 of these securities are RSUs and PRSUs which were granted to the Reporting Person as follows: (i) 1,500 RSUs granted on October 23, 2008, which will vest and settle on October 23, 2011; (ii) 8,052 RSUs granted on February 20, 2009, 4,026 of which will vest and settle on each of February 20, 2012 and February 20, 2013; (iii) 9,400 RSUs granted on February 23, 2010, 3,196 of which vest and settle on February 24, 2012 and 3,102 of which will vest and settle on each of February 24, 2013 and February 24, 2014; (iv) 13,959 PRSUs earned on February 23, 2011, 6,979 of which will vest and settle on February 24, 2013 and 6,980 of which will vest and settle on February 24, 2014; and (v) 5,500 RSUs granted on February 23, 2011, 1,870 of which will vest and settle on February 24, 2013, 1,815 of which will vest and settle on each of February 24, 2014 and February 24, 2015. |
| /s/ Ian C. Lofwall, Attorney-in-Fact | 02/25/2011 | |
| ** 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. | ||
| 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 Number. | ||