0001140361-11-039231.txt : 20110803 0001140361-11-039231.hdr.sgml : 20110803 20110803090512 ACCESSION NUMBER: 0001140361-11-039231 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110801 FILED AS OF DATE: 20110803 DATE AS OF CHANGE: 20110803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feeney David T CENTRAL INDEX KEY: 0001468829 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13375 FILM NUMBER: 111005460 MAIL ADDRESS: STREET 1: 2727 SCIOTO PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miller Craig A CENTRAL INDEX KEY: 0001468830 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13375 FILM NUMBER: 111005462 MAIL ADDRESS: STREET 1: 2727 SCIOTO PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelly Kevin A CENTRAL INDEX KEY: 0001468988 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13375 FILM NUMBER: 111005461 MAIL ADDRESS: STREET 1: 2727 SCIOTO PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43221 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LSI INDUSTRIES INC CENTRAL INDEX KEY: 0000763532 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 310888951 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 5135796411 MAIL ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 FORMER COMPANY: FORMER CONFORMED NAME: LSI LIGHTING SYSTEMS INC DATE OF NAME CHANGE: 19891121 4 1 doc1.xml FORM 4 X0304 4 2011-08-01 0 0000763532 LSI INDUSTRIES INC LYTS 0001468830 Miller Craig A 2727 SCIOTO PARKWAY COLUMBUS OH 43221 0 0 1 0 0001468988 Kelly Kevin A 2727 SCIOTO PARKWAY COLUMBUS OH 43221 0 0 1 0 0001468829 Feeney David T 2727 SCIOTO PARKWAY COLUMBUS OH 43221 0 0 1 0 Common Stock 2011-08-01 4 S 0 20000 8.90 D 2195275 D Option to Buy 5.93 2019-07-23 Common Shares 30000 30000 D Option to Buy 5.21 2020-08-19 Common Shares 24000 24000 D 1,097,614 shares of the Issuer were distributed to the reporting persons with respect to their percentage interest in connection with a Purchase and Sale Agreement dated as of July 22, 2009 by and among the Issuer, LSI Acquisition Inc., ADL Technology Inc. ("Technology") and ADL Engineering Inc. ("Engineering"). 1,372,062 shares of the Issuer will be held in escrow pursuant to the terms of an Escrow Agreement dated as of July 22, 2009 by and among LSI Acquisition Inc., each of the reporting persons and U.S. Bank, N.A. (the "Escrow Agreement"), under which the reporting persons will have the authority to direct the escrow agent thereunder to sell all or a portion of the escrowed shares. All shares held in escrow pursuant to the Escrow Agreement are subject to forfeiture under the terms of the Escrow Agreement for a period following the closing date in order to satisfy claims arising as a result of breaches of representations and warranties or covenants under the Agreement by Technology, Engineering or the reporting persons. Following the expiration of an initial eighteen month period under the Escrow Agreement, one half of the escrowed shares and any proceeds from sales thereof will be distributed to the reporting persons and following the termination of the escrow period under the Escrow Agreement, any remaining shares and any proceeds from sales thereof will be distributed to the reporting persons. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. These holdings have been previously reported on Form 4. These options vest at a rate of 25% per year beginning on the first anniversary of the grant date. These shares were sold pursuant to a 10b5-1 trading plan by Kevin A. Kelly, one of the reporting persons. /s/ F. Mark Reuter, as Attorney-in-Fact for Craig A. Miller 2011-08-03 /s/ F. Mark Reuter, as Attorney-in-Fact for David T. Feeney 2011-08-03 /s/ F. Mark Reuter, as Attorney-in-Fact for Kevin A. Kelly 2011-08-03