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
MIDAS INC [ MDS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/08/2009 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock, $0.001 par value | 05/08/2009 | F | 203 | D | $11.16 | 54,919 | D | |||
Common Stock, $0.001 par value | 05/09/2009 | F | 1,571 | D | $11.16 | 53,348 | D | |||
Common Stock, $0.001 par value | 05/10/2009 | F | 786 | D | $11.16 | 52,562 | D | |||
Common Stock, $0.001 par value | 05/11/2009 | F | 1,227 | D | $10.15 | 51,335 | D | |||
Common Stock, $0.001 par value | 05/12/2009 | A | 9,000(1) | A | $0 | 60,335 | D | |||
Common Stock, $0.001 par value | 05/12/2009 | A | 5,000(2) | A | $0 | 65,335 | D |
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 | ||||||||
Option to Purchase Common Stock | $9.87 | 05/12/2009 | A | 20,000 | 05/12/2010(3) | 05/12/2019 | Common Stock | 20,000 | $0 | 20,000 | D |
Explanation of Responses: |
1. These shares vest in four equal annual installments commencing on the first anniversary of the grant date. |
2. Between 10% and 50% of all shares granted shall immediately vest on each anniversary of the grant date ("Anniversary") if, during any applicable measurement period, the Company's Compound Annual Growth Rate of adjusted cash flow per share ("CAGR") exceeds 2%. There shall be three measurement periods, each represented by the 12-month period ending on the last day of the 1st fiscal quarter for each of 2010, 2011 and 2012. The number of shares, if any, that will vest on each Anniversary will be determined based on the CAGR during the most recent measurement period. If the CAGR during said measurement period is 2%, then 10% of the shares granted shall vest. An additional 5% of the shares granted shall vest for each 1% that the CAGR during said measurement period exceeds the 2% minimum; provided, that the maximum number of shares that may vest on any Anniversary shall be 50% of the shares granted. Any shares unvested after the 3rd Anniversary shall lapse. |
3. These options vest in four equal annual installments commencing on the first anniversary of the grant date. |
/s/ Frederick Dow, Jr. | 05/12/2009 | |
** 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. |