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
IMATION CORP [ IMN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2007 | ||||||||||||||||||||||||||
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 | 12/05/2007 | P | 915,000(1) | A | $20.05(2) | 7,740,764(3) | D(4) |
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 |
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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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. Pursuant to a Purchase Agreement, dated December 4, 2007, by and between Merrill Lynch International and TDK, TDK purchased 915,000 shares of Imation's outstanding common stock from Merrill Lynch for an aggregate purchase price of $18,345,750, plus a commission. |
2. The purchase price per share was the closing price of Imation common stock on December 4, 2007 of $20.05 (the "Initial Price"), plus a commission. At a later date, Merrill Lynch and TDK will make an adjustment to the purchase price based on the difference between (a) the Initial Price and (b) the arithmetic average of the daily volume-weighted average price of Imation common stock over a period set forth in the Purchase Agreement, subject to certain exceptions, less a discount (the "Adjusted Price"). With respect to each share of common stock acquired under the Purchase Agreement, if the difference between the Initial Price and the Adjusted Price is: (1) positive, then Merrill Lynch will pay such difference to TDK; and (2) negative, then TDK will pay such difference to Merrill Lynch. The purchase price for the common stock was, and the difference between the Initial Price and the Adjusted Price (if negative) will be, funded by the Reporting Person from general corporate funds. |
3. 660,946 shares of common stock are directly beneficially owned by TEC, a wholly owned subsidiary of TUC. 135,358 shares of common stock are directly beneficially owned by TRE. 1,805,809 shares of common stock are directly beneficially owned by TES. 112,504 shares of common stock are directly beneficially owned by TSP. 63,757 shares of common stock are directly beneficially owned by THK. TUC, TRE, TES, TSP and THK are all wholly owned subsidiaries of TDK. TDK and TUC disclaim beneficial ownership of the securities reported on this line except to the extent of their pecuniary interests therein. |
4. This Statement on Form 4 is filed jointly by (i) TDK Corp. ("TDK"), (ii) TDK U.S.A. Corp. ("TUC"), (iii) TDK Electronics Corporation ("TEC"), (iv) TDK Recording Media Europe S.A. ("TRE"), (v) TDK Europe S.A. ("TES"), (vi) TDK Singapore (Pte) Ltd ("TSP"), and (vii) TDK Hong Kong Co., Ltd. ("THK"). Each reporting person other than TDK disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose. |
Remarks: |
/s/ Shiro Nomi | 12/06/2007 | |
/s/ Keisuke Igarashi | 12/06/2007 | |
/s/ Keisuke Igarashi | 12/06/2007 | |
/s/ Takao Akine | 12/06/2007 | |
/s/ Osamu Katsuta | 12/06/2007 | |
/s/ Francis J. Sweeney | 12/06/2007 | |
/s/ James Browning | 12/06/2007 | |
** 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. |