SEC FORM 4

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^*

DAVIS W LIPSCOMB JR

(Last)

(First)

(Middle)

4094 HILLSBORO PIKE, SUITE 204

(Street)

NASHVILLE

37215-2751

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THOMAS NELSON INC [ TNM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Thomas Nelson Common Stock	06/12/2006		M⁽¹⁾		2,000	A	$10.5⁽²⁾	4,000	D
Thomas Nelson Common Stock	06/12/2006		M⁽¹⁾		2,000	A	$12.5625⁽²⁾	6,000	D
Thomas Nelson Common Stock	06/12/2006		M⁽¹⁾		2,000	A	$14.125⁽²⁾	8,000	D
Thomas Nelson Common Stock	06/12/2006		M⁽¹⁾		2,000	A	$10⁽²⁾	10,000	D
Thomas Nelson Common Stock	06/12/2006		M⁽¹⁾		2,000	A	$8.375⁽²⁾	12,000	D
Thomas Nelson Common Stock	06/12/2006		M⁽¹⁾		2,000	A	$6.95⁽²⁾	14,000	D
Thomas Nelson Common Stock	06/12/2006		M⁽¹⁾		2,000	A	$8.65⁽²⁾	16,000	D
Thomas Nelson Common Stock	06/12/2006		M⁽¹⁾		4,000	A	$12.5⁽²⁾	20,000	D
Thomas Nelson Common Stock	06/12/2006		M⁽¹⁾		4,000	A	$18.1⁽²⁾	24,000	D
Thomas Nelson Common Stock	06/12/2006		M⁽¹⁾		4,000	A	$19.4⁽²⁾	28,000	D
Thomas Nelson Common Stock	06/12/2006		U⁽⁴⁾		28,000	D	$29.85⁽⁵⁾	0	D
Thomas Nelson Common Stock	06/12/2006		U⁽⁴⁾		7,312	D	$29.85⁽⁵⁾	0	I⁽⁷⁾	Hawthorn Charitable Foundation⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option - right to buy	$10.5⁽²⁾	06/12/2006		M⁽¹⁾			2,000	08/22/1997⁽³⁾	08/22/2006	Thomas Nelson Common Stock	2,000	$10.5⁽²⁾	0	D
Stock Option - right to buy	$12.5625⁽²⁾	06/12/2006		M⁽¹⁾			2,000	08/21/1998⁽³⁾	08/21/2007	Thomas Nelson Common Stock	2,000	$12.5625⁽²⁾	0	D
Stock Option - right to buy	$14.125⁽²⁾	06/12/2006		M⁽¹⁾			2,000	08/20/1999⁽³⁾	08/20/2008	Thomas Nelson Common Stock	2,000	$14.125⁽²⁾	0	D
Stock Option - right to buy	$10⁽²⁾	06/12/2006		M⁽¹⁾			2,000	08/19/2000⁽³⁾	08/19/2009	Thomas Nelson Common Stock	2,000	$10⁽²⁾	0	D
Stock Option - right to buy	$8.375⁽²⁾	06/12/2006		M⁽¹⁾			2,000	08/17/2001⁽³⁾	08/17/2010	Thomas Nelson Common Stock	2,000	$8.375⁽²⁾	0	D
Stock Option - right to buy	$6.95⁽²⁾	06/12/2006		M⁽¹⁾			2,000	08/23/2002⁽³⁾	08/23/2011	Thomas Nelson Common Stock	2,000	$6.95⁽²⁾	0	D
Stock Option - right to buy	$8.65⁽²⁾	06/12/2006		M⁽¹⁾			2,000	04/10/2004⁽³⁾	04/10/2013	Thomas Nelson Common Stock	2,000	$8.65⁽²⁾	0	D
Stock Option - right to buy	$12.5⁽²⁾	06/12/2006		M⁽¹⁾			4,000	08/21/2004⁽³⁾	08/21/2013	Thomas Nelson Common Stock	4,000	$12.5⁽²⁾	0	D
Stock Option - right to buy	$18.1⁽²⁾	06/12/2006		M⁽¹⁾			4,000	08/19/2005⁽³⁾	08/19/2014	Thomas Nelson Common Stock	4,000	$18.1⁽²⁾	0	D
Stock Option - right to buy	$19.4⁽²⁾	06/12/2006		M⁽¹⁾			4,000	08/18/2006⁽³⁾	08/18/2015	Thomas Nelson Common Stock	4,000	$19.4⁽²⁾	0	D
Phantom Stock Units	$0⁽⁶⁾	06/12/2006		J⁽⁶⁾			6,795	09/30/2001	09/30/2011	Thomas Nelson Common Stock	6,795	$29.85⁽⁶⁾	0	D

Explanation of Responses:

1. Exercise of in-the-money stock options as part of tender offer to take the company private is reported as a disposition of a derivative security and an acquisition of a Direct Interest in the underlying shares

2. Option strike price was determined at FMV on date of grant

3. Options are exercisable on the 1 year anniversary date from date of grant. All options have accelerated vesting as a result of the change in control with the tender offer to take the company private

4. Disposition pursuant a tender of shares in a change of control transaction

5. Price was determined at $29.85 per tender offer in a change in control transaction

6. Phantom stock units are settled in cash, 1 unit per 1 share, based on the tender office price of $29.85

7. Reportable person has an indirect interest in the entity by virtue of their position as a Director or Trustee of the organization

Remarks:

Reportable person has a Power of Attorney on file with the security issuer that authorizes and designates Joe Powers or Les Hottovy to sign on his behalf.

	Les Hottovy, Power of Attorney for W. Lipscomb Davis, Jr.	06/14/2006
	** 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).
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