SEC FORM 4

SEC Form 4

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^*

Nicholson Peter A

(Last)

(First)

(Middle)

C/O RC2 CORPORATION

1111 WEST 22ND STREET, SUITE 320

(Street)

OAK BROOK

60523

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RC2 CORP [ RCRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	04/21/2011		U		5,589⁽¹⁾	D	$27.9⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Options	$12.45	04/21/2011		D			36,000	⁽³⁾	11/05/2018	Common Stock	36,000	⁽⁴⁾	0	D
Stock Appreciation Rights	$5.11	04/21/2011		D			39,533	⁽⁵⁾	02/25/2019	Common Stock	39,533	⁽⁶⁾	0	D
Stock Appreciation Rights	$14.9	04/21/2011		D			46,667	⁽⁷⁾	02/24/2020	Common Stock	46,667	⁽⁶⁾	0	D
Restricted Stock Units	⁽⁸⁾	04/21/2011		A		21,000		12/31/2012	12/31/2022	Common Stock	21,000	$0	21,000	D
Restricted Stock Units	$0	04/21/2011		D			21,000	12/31/2012	12/31/2022	Common Stock	21,000	⁽⁹⁾	0	D

Explanation of Responses:

1. Includes 3,089 shares of common stock purchased pursuant to the RC2 Corporation Employee Stock Purchase Plan.

2. The reported transaction represents shares of common stock tendered to Galaxy Dream Corporation (the "Purchaser"), a wholly owned indirect subsidiary of TOMY Company, Ltd. ("TOMY"), pursuant to the Purchaser's offer to purchase all of the outstanding shares of common stock, $0.01 par value per share, of RC2 Corporation ("RC2") at a price of $27.90 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions described in the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission by TOMY and the Purchaser on March 24, 2011, as amended.

3. The common stock option vests pro rata over a five-year period on each of November 5, 2009, November 5, 2010, November 5, 2011, November 5, 2012 and November 5, 2013.

4. These unvested stock options were canceled in exchange for the right to receive cash payment for each such option of the excess of $27.90 per share over the per-share exercise price of such option multiplied by the number of shares underlying such stock options.

5. The stock appreciation right vests pro rata over a three-year period on each of February 25, 2010, February 25, 2011 and February 25, 2012.

6. These unvested stock appreciation rights ("SARs") were canceled in exchange for the right to receive cash payment for each such SAR of the excess of $27.90 per share over the per-share exercise price of such SAR multiplied by the number of shares underlying such SAR.

7. The stock appreciation right vests pro rata over a three-year period on each of February 24, 2011, February 24, 2012 and February 24, 2013.

8. These performance-based restricted stock units ("RSUs") entitle the reporting person to receive one share of common stock per RSU earned upon RC2 achieving certain performance goals over a three-year period ending December 31, 2012. Upon a change of control of RC2, the reporting person would be entitled to receive the maximum number of shares of common stock under these RSUs. As of the date of the Tender Offer, the reporting person was entitled to receive the maximum number of shares of common stock under these RSUs.

9. These performance-based RSUs were canceled in exchange for the right to receive cash payment for such RSUs in an amount equal to $27.90 times the maximum number of shares of common stock under these RSUs.

	/s/ Benjamin G. Lombard, Attorney-in-fact	04/25/2011
	** 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).
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