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
AMERICAN GREETINGS CORP [ AM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 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) | |||||||||||||||
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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(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). | ||
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. |