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
MAXXAM INC [ MXM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2009 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 11/30/2009 | J(1) | 736,046 | D | $0(1) | 315,684(2) | D | |||
Common Stock | 11/30/2009 | J(1) | 736,046 | A | $0(1) | 2,451,714(3) | I | See footnote(3) | ||
Common Stock | 46,277 | I | See footnote(4) | |||||||
Common Stock | 2,008.8 | I | See footnote(5) | |||||||
Common Stock | 2,008.8 | I | See footnote(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 | ||||||||
Class A $.05 Non-Cumulative Partic'g Convert Preferred Stock | (7) | 11/30/2009 | J(1) | 662,441 | (7) | (7) | Common Stock | 662,441 | $0(1) | 662,441(8) | D | ||||
Class A $.05 Non-Cumulative Partic'g Convert Preferred Stock | (7) | 11/30/2009 | J(1) | 662,441 | (7) | (7) | Common Stock | 662,441 | $0(1) | 0(9) | I | See footnote(9) |
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. On April 17, 2009, Mr. Hurwitz and Gilda Investments, LLC ("Gilda") agreed to exchange (the "Exchange") 736,046 shares of the Issuer's Common Stock (the "Common Stock") held by Gilda for 662,441 shares of the Issuer's Class A $.05 Non-Cumulative Participating Convertible Preferred Stock (the "Class A Preferred Stock") held by Mr. Hurwitz. The Exchange was reported on a Form 4 dated April 21, 2009. On November 30, 2009, Mr. Hurwitz and Gilda rescinded the Exchange. This Form 4 reflects such rescission. |
2. Reflects the shares of Common Stock held directly by Mr. Hurwitz as a result of the rescission described in footnote (1). |
3. Reflects the aggregate shares of Common Stock held by Gilda as a result of the rescission described in footnote (1). Gilda is a member-managed limited liability company of which Giddeon Holdings, Inc. ("Giddeon") is the sole member. Giddeon is wholly owned by Mr. Hurwitz, members of his immediate family and trusts for their benefit. |
4. Reflects the shares of Common Stock held directly by Mr. Hurwitz's spouse. Mr. Hurwitz disclaims beneficial ownership of these shares. |
5. 46,500 shares of Common Stock are owned by the Hurwitz Investment Partnership L.P. ("HIP"). Mr. Hurwitz and his spouse each hold a 4.32% interest as general partners in the HIP. These shares represent the shares of Common Stock indirectly held by Mr. Hurwitz through the HIP. |
6. See footnote (5). These shares represent the shares of Common Stock held indirectly by Mr. Hurwitz's spouse through the HIP. Mr. Hurwitz disclaims beneficial ownership of these shares. |
7. Shares of Class A Preferred Stock are convertible at any time into Common Stock on a share-for-share basis. |
8. Reflects the shares of Class A Preferred Stock held by Mr. Hurwitz as a result of the rescission described in footnote (1). |
9. Reflects the shares of Class A Preferred Stock held by Gilda as a result of the rescission described in footnote (1). See footnote (3) for information regarding Gilda. |
Remarks: |
/s/ Charles E. Hurwitz | 12/01/2009 | |
/s/ Charles E. Hurwitz, President of Giddeon Holdings, Inc. | 12/01/2009 | |
/s/ Charles E. Hurwitz, President of Giddeon Holdings, Inc. as Sole Member of Gilda Investments, LLC | 12/01/2009 | |
** 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. |