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
AIR METHODS CORP [ AIRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2013 | ||||||||||||||||||||||||||
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 | 28,957(1)(2) | D | ||||||||
Common Stock | 1,819.802(3)(4) | I | By 401(k) Plan | |||||||
Common Stock | 86,871(5)(6) | D | ||||||||
Common Stock | 5,457(7) | I | By 401(k) Plan | |||||||
Common Stock | 03/04/2013 | S | 30,000 | D | $46.6591(8) | 56,871(6) | D | |||
Common Stock | 03/05/2013 | M | 22,500 | A | $9.31 | 79,371(6) | D | |||
Common Stock | 03/06/2013 | A | 8,000(9) | A | $0 | 87,371(10) | 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 | ||||||||
Stock Option (Right to Buy) | $9.31(11) | 02/10/2013 | 02/10/2015 | Common Stock | 45,000(11) | 45,000(11) | D | ||||||||
Stcok Option (Right to Buy) | $9.31 | 03/05/2013 | M | 22,500 | 02/10/2013 | 02/10/2015 | Common Stock | 22,500 | $0 | 22,500 | D |
Explanation of Responses: |
1. The reporting person previously reported total beneficial ownership of 30,676 shares of common stock, which included 1,719.802 shares of common stock held in the reporting person's 401(k) Plan. Plan holdings were disclosed in a footnote. The amount reported above reflects a decrease in the reporting person's direct holdings by 1,719.802 shares. As of December 28, 2012, shares held by the reporting person's 401(k) Plan will be reported separately as indirect ownership. |
2. Total beneficial ownership, pre-split, includes 3,000 shares of restricted stock subject to future vesting. |
3. This amount includes an additional 100 shares of common stock which were acquired by the reporting person upon reinvestment of dividends paid over a period of time on shares held in a 401(k) Plan. |
4. In connection with the 3-for-1 stock split described above, fractional shares indirectly held by the reporting person in a 401(k) Plan were cashed out. Such cash-out was calculated by multiplying the closing stock price on the date of cash-out ($111.99) by the pre-split number of fractional shares (.802). Application of the cash-out provision resulted in the issuer delivering $89.82 in cash to the reporting person in consideration for cancellation of the fractional shares previously reported. |
5. On December 28, 2012, the common stock of Air Methods Corporation split 3-for-1, resulting in the reporting person's ownership of 57,914 additional shares of common stock. |
6. Total beneficial ownership, post-split, includes 9,000 shares of restricted stock subject to future vesting. |
7. On December 28, 2012, the common stock of Air Methods Corporation split 3-for-1, resulting in the reporting person's ownership of 3,638 additional shares of common stock in his 401(k) Plan. |
8. The price reported above is the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $46.60 to $46.80, inclusive. The reporting person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer upon request, full information regarding the number of shares and price at which each transaction was effected. |
9. This restricted stock grant vests in three substantially equal annual installments on each of January 1, 2016, January 1, 2017 and January 1, 2018. |
10. Total beneficial ownership includes 17,000 shares of restricted stock subject to future vesting. |
11. This option was previously reported as covering a total of 15,000 shares at an exercise price of $27.93 per share, but was adjusted to reflect the 3-for-1 stock split that occurred on December 28, 2012. The reporting person did not exercise shares under this grant prior to the stock split. This amount represents applicaton of the 3-for-1 stock split to both unvested options and options vested and available for exercise, resulting in the reporting person's option to purchase 30,000 additional shares of common stock. |
Remarks: |
/s/ Trent J. Carman, Attorney-in-Fact for Aaron D. Todd | 03/06/2013 | |
** 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. |