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*
WEISS ZEV

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2013
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 B Common Shares 08/09/2013 D 120,058(1) D (1) 0 D
Class B Common Shares 08/09/2013 D 49,931.124(2) D (2) 0 I By Deferred Comp.
Class B Common Shares 08/09/2013 D 449,954(3) D (3) 0 D
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 $20.51 08/09/2013 D 66,666(4) 05/03/2007 05/03/2014 Class B Common Shares 66,666 (4) 0 D
Stock Option $22.65 08/09/2013 D 100,000(4) 05/15/2009 05/15/2016 Class B Common Shares 100,000 (4) 0 D
Stock Option $24.73 08/09/2013 D 100,000(4) 05/16/2008 05/16/2015 Class B Common Shares 100,000 (4) 0 D
Stock Option $26.34 08/09/2013 D 25,473(4) 07/05/2007 05/03/2014 Class B Common Shares 25,473 (4) 0 D
Stock Option $25.57 08/09/2013 D 100,000(4) 05/02/2010 05/02/2017 Class B Common Shares 100,000 (4) 0 D
Stock Option $7.73 08/09/2013 D 33,000(4) 05/01/2012 05/01/2019 Class B Common Shares 33,000 (4) 0 D
Stock Option $24.69 08/09/2013 D 62,500(4) 05/01/2013 05/03/2020 Class B Common Shares 62,500 (4) 0 D
Explanation of Responses:
1. Disposed of pursuant to the merger agreement among issuer, Century Intermediate Holding Company and Century Merger Company (the "Merger Agreement") for no consideration, including shares underlying restricted stock units or performance share units.
2. Disposed of pursuant to the Merger Agreement for no consideration.
3. On August 11, 2006, the Reporting Person acquired membership interests in the Irving I. Stone Limited Liability Company (the "LLC") representing 24.5% of the equity in the LLC. As a result of such acquisition, the Reporting Person may have been deemed to have an indirect beneficial ownership interest in 445,454 of the 1,818,182 Class B common shares owned by the LLC. Pursuant to the consummation of the transactions contemplated by the Merger Agreement, the LLC was dissolved immediately prior to the closing of the merger, and the Class B common shares held by it were distributed to certain of the equity holders of the LLC in accordance with the plan of dissolution of the LLC. As a result, on August 9, 2013, the reporting person received from the LLC a distribution of 449,954 Class B common shares. Immediately thereafter, those shares were disposed of pursuant to the Merger Agreement for no consideration.
4. Cancelled pursuant to the Merger Agreement for no consideration.
Remarks:
Christopher W. Haffke, Power of Attorney for Zev Weiss 08/13/2013
** 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.
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