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*
MASON WILLIAM R

(Last) (First) (Middle)
ONE AMERICAN ROAD

(Street)
CLEVELAND OH 44144

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN GREETINGS CORP [ AM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2009
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)
Code V Amount (A) or (D) Price
Class A Common Shares 1,060 I By Joint Ten w/Wife
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option(1) $22.65 02/28/2009 D(2) 22,000 05/15/2007 05/15/2016 Class A Common Shares 22,000 $0.00 0 D
Stock Option(1) $24.73 02/28/2009 D(3) 22,000 05/16/2006 05/16/2015 Class A Common Shares 22,000 $0.00 0 D
Stock Option(1) $25.57 02/28/2009 D(4) 22,000 05/02/2008 05/02/2017 Class A Common Shares 22,000 $0.00 0 D
Stock Option(1) $18.12 02/28/2009 D(5) 22,000 05/01/2009 05/01/2018 Class A Common Shares 22,000 $0.00 0 D
Stock Option(1) $22.65 02/28/2009 A(2) 22,000 05/15/2007 02/29/2012 Class A Common Shares 22,000 $0.00 22,000 D
Stock Option(1) $24.73 02/28/2009 A(3) 22,000 05/16/2006 02/29/2012 Class A Common Shares 22,000 $0.00 22,000 D
Stock Option(1) $25.57 02/28/2009 A(4) 22,000 05/02/2008 02/29/2012 Class A Common Shares 22,000 $0.00 22,000 D
Stock Option(1) $18.12 02/28/2009 A(5) 22,000 05/01/2009 02/29/2012 Class A Common Shares 22,000 $0.00 22,000 D
Explanation of Responses:
1. Pursuant to a separation agreement dated July 15, 2008 between Mr. Mason and American Greetings Corporation, Mr. Mason's outstanding options will continue to vest and be exercisable until February 29, 2012, rather than terminate as of February 28, 2009 (his date of separation) with respect to unvested options and 90 days from his date of separation with respect to his vested options. Such a change results in a deemed cancellation of his original option grants and grants of replacement options therefor.
2. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the original option and the grant of a replacement option. The option was originally granted on May 15, 2006, and provides for vesting in two equal annual installments commencing May 15, 2007.
3. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the original option and the grant of a replacement option. The option was originally granted on May 16, 2005, and provides for vesting in two equal annual installments commencing May 16, 2006.
4. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the original option and the grant of a replacement option. The option was originally granted on May 2, 2007, and provides for vesting in two equal annual installments commencing May 2, 2008.
5. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the original option and the grant of a replacement option. The option was originally granted on May 1, 2008, and provides for vesting in two equal annual installments commencing May 1, 2009.
Remarks:
Catherine M. Kilbane, Power of Attorney fo William R. Mason 03/03/2009
** 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).
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