| 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
LANCE INC [ LNCE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/02/2010 | ||||||||||||||||||||||||||
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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 | ||||||
| $.83-1/3 par value Common Stock | 12/02/2010 | F | 3,850 | D | $23.3 | 24,385(1) | D | |||
| $.83-1/3 par value Common Stock | 12/02/2010 | M | 53,304 | A | (7) | 53,304 | D | |||
| $.83-1/3 par value Common Stock | 12/02/2010 | D | 30,677 | D | $23.3 | 22,628 | D | |||
| $.83-1/3 par value Common Stock | 12/02/2010 | F | 22,628 | D | $23.3 | 0 | D | |||
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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 | ||||||||
| Option (right to buy)(2) | $20.095 | 01/08/2008(5) | 01/08/2017 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Option (right to buy)(3) | $19.7 | 03/08/2008(5) | 03/08/2014 | Common Stock | 14,601 | 14,601 | D | ||||||||
| Option (right to buy)(3) | $16.77 | 02/21/2008(6) | 02/21/2013 | Common Stock | 4,300 | 4,300 | D | ||||||||
| Option (right to buy)(4) | $16.77 | 02/21/2009(5) | 02/21/2018 | Common Stock | 19,101 | 19,101 | D | ||||||||
| Option (right to buy)(4) | $21.71 | 02/23/2010(5) | 02/23/2019 | Common Stock | 20,010 | 20,010 | D | ||||||||
| Option (right to buy)(4) | $21.98 | 12/02/2010(5) | 02/25/2020 | Common Stock | 22,389 | 22,389 | D | ||||||||
| Performance Equity Units | (7) | 12/02/2010 | M | 53,304(9) | (8) | (8) | Common Stock | 53,304(9) | (7) | 0 | D | ||||
| Explanation of Responses: |
| 1. Vesting of restricted stock accelerated due to change in control as a result of the approval by Lance stockholders of the merger with Snyder's of Hanover, Inc. |
| 2. Options granted pursuant to the 2003 Key Employee Stock Plan, a Rule 16b-3 Plan. |
| 3. Options granted pursuant to the 2003 Key Employee Stock Plan, as amended, a Rule 16b-3 Plan. |
| 4. Options granted pursuant to the 2007 Key Employee Incentive Plan, a Rule 16b-3 Plan. |
| 5. Options are fully exercisable. Vesting accelerated due to change in control as a result of the approval by Lance stockholders of the merger with Snyder's of Hanover, Inc. |
| 6. Options are fully exercisable upon award date. |
| 7. Each performance equity unit represents a contingent right to receive one share of the Company's common stock. |
| 8. The performance equity units were to vest on December 31, 2010, based on the achievement of certain performance measures under the Lance, Inc. 2006 Five-Year Performance Equity Plan for Officers and Senior Managers. The performance equity units were settled on a pro rata basis in cash pursuant to the change in control provisions of the 2006 Five-Year Plan and as a result of the approval by Lance stockholders of the merger with Snyder's of Hanover, Inc. |
| 9. Includes 6,093 dividend equivalent performance equity units acquired pursuant to the dividend reinvestment feature of the 2006 Five-Year Plan. |
| Remarks: |
| /Glenn A. Patcha/ by Edward H. Schuth, his Attorney-In-Fact | 12/06/2010 | |
| ** 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. | ||