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
COLE NATIONAL CORP /DE/ [ CNJ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2004 | ||||||||||||||||||||||||||
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 | 06/09/2004 | M | 5,000 | A | $9.75 | 311,161.7422 | D | |||
Common Stock | 06/09/2004 | M | 7,500 | A | $12.5 | 318,661.7422 | D | |||
Common Stock | 06/09/2004 | M | 210,000 | A | $10.8125 | 528,661.7422 | D | |||
Common Stock | 06/09/2004 | F(1) | 103,541 | D | $23.306 | 425,120.7422 | D | |||
Common Stock | 06/09/2004 | M | 250,000 | A | $15.45 | 675,120.7422 | D | |||
Common Stock | 06/09/2004 | M | 25,000 | A | $6.5 | 700,120.7422 | D | |||
Common Stock | 06/09/2004 | M | 15,156 | A | $15.75 | 715,276.7422 | D | |||
Common Stock | 06/09/2004 | F(2) | 181,822 | D | $23.45 | 533,454.7422 | D | |||
Common Stock | 06/09/2004 | F(3) | 28,887 | D | $23.45 | 504,567.7422(4) | D |
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 | ||||||||
Employee Stock Option (Right to Buy) | $9.75 | 06/09/2004 | M | 5,000 | (5) | 06/25/2004(6) | Common Stock | 5,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $12.5 | 06/09/2004 | M | 7,500 | (7) | 06/25/2004(6) | Common Stock | 7,500 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $10.8125 | 06/09/2004 | M | 210,000 | (8) | 06/25/2004(6) | Common Stock | 210,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $15.45 | 06/09/2004 | M | 250,000 | (9) | 06/25/2004(6) | Common Stock | 250,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $6.5 | 06/09/2004 | M | 25,000 | (10) | 06/25/2004(6) | Common Stock | 25,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $15.75 | 06/09/2004 | M | 15,156 | 01/22/2002 | 06/25/2004(6) | Common Stock | 15,156 | $0 | 0 | D |
Explanation of Responses: |
1. Reflects vested option shares withheld in payment of the exercise price of 222,500 options as provided in related option agreements. |
2. Reflects the delivery of previously-owned shares ("Mature Shares") in payment of the exercise price of 290,156 options as provided on the related option agreements. |
3. Reflects shares withheld for payment of taxes in connection with the exercise of 290,156 options as required in the related option agreements. |
4. The Reporting Person exercised options which will expire on 6/25/04. He did not sell any shares in the open market. |
5. The option vested in three equal annual traunches on the anniversary of the date of grant commencing on 3/16/96. |
6. The expiration date accelerated to 6/25/04 upon Reporting Person's termination of employment with the Issuer. |
7. The option vested in three equal annual traunches on the anniversary of the date of grant commencing on 8/17/96. |
8. The option vested as follows: 1/4 of the then unvested on 2/22/98, 1/3 of the then unvested on 2/22/99, 1/2 of the then unvested on 2/22/00 and the remainder on 2/22/01. |
9. The option vested as follows: 1/3 on the first date to commence on or after the first anniversary of the grant date on which the stock price has averaged at least 133% of the exercise price for a continuous period of 21 trading days ending on such date; 1/3 on the first date commencing on or after the first anniversary of the grant date on which the stock price has averaged at least 167% of the exercise price for a continuous period of 21 trading days ending on such date; 1/3 on or after the first anniversary of the date of grant on which the stock price has averaged at least 200% of the exercise price for a continuous period of 21 trading days ending on such date; all remaining shares on the fifth anniversary (12/17/03) of the grant date. |
10. The option vested 1/4 of the grant on 3/23/01, 3/23/02 and 3/23/03 and the remaining 1/4 on 7/16/03 in connection with the Reporting Person's termination of employment with the Issuer. |
Remarks: |
Jeffrey A. Cole | 06/09/2004 | |
** 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. |