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
AMBASSADORS GROUP INC [ EPAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/07/2012 | ||||||||||||||||||||||||||
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 | 06/07/2012 | A | 1,639(1)(2) | A | $0 | 798,537 | D(1)(3)(5)(6) | |||
Common Stock | 06/07/2012 | A | 808(1)(2) | A | $0 | 392,910 | I | See(1)(4)(5)(6) |
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) | $5.11 | 06/07/2012 | A | 4,362(1)(7) | (7) | 06/07/2012 | Common Stock | 4,362 | $0 | 4,362 | I | See(1)(3)(5)(6) | |||
Stock Option (right to buy) | $5.11 | 06/07/2012 | A | 2,149(1)(7) | (7) | 06/07/2012 | Common Stock | 2,149 | $0 | 2,149 | I | See(1)(4)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Lisa O'Dell Rapuano is a member of the Board of Directors of the issuer. As a director, on June 7, 2012, Ms. Rapuano was granted 2,447 restricted shares and 6,511 stock options, which vest and are exercisable on the terms described in this Form 4. These restricted shares and stock options are held for the benefit of the Fund (as defined below) and the Separately Managed Accounts (as defined below). |
2. Pursuant to a Restricted Stock Agreement with the Company dated as of June 7, 2012, this stock grant will vest on the first anniversary of the date of the award, or the occurrence of the Company's annual shareholder meeting following the date of the award, whichever shall occur first. |
3. Reflects the securities of the issuer owned by Lane Five Partners LP (the "Fund"). The Fund owns 796,898 of the shares of common stock directly and 1,639 shares indirectly. The Fund owns the stock options indirectly. |
4. Reflects securities of the issuer held in accounts managed separately (the "Separately Managed Accounts") by Lane Five Capital Management LP (the "Investment Manager"). |
5. The Investment Manager acts as the investment manager of the Fund and the Separately Managed Accounts. Lane Five Capital Management, LLC is the general partner of the Investment Manager ("IM GP"). Lane Five Partners GP LLC is the general partner of the Fund (the "Fund General Partner"). Lisa O'Dell Rapuano is the managing member of the IM GP and the Fund General Partner. |
6. The Investment Manager, the IM GP, the Fund General Partner and Ms. Rapuano may each be deemed to indirectly beneficially own the shares of common stock held by the Fund and the Separately Managed Accounts. For purposes of this Form 4, the Investment Manager, the IM GP, the Fund General Partner and Ms. Rapuano each disclaims beneficial ownership of the shares of common stock beneficially owned by the Fund and the Separately Managed Accounts, except to the extent of their or her pecuniary interest therein. |
7. Pursuant to a Stock Option Agreement with the Company dated as of June 7, 2012, the stock options will vest and become exercisable in equal installments on June 7 in 2013, 2014, 2015 and 2016. |
Remarks: |
Lisa O'Dell Rapuano, as Managing Member of Lane Five Capital Management LP | 06/11/2012 | |
** 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. |