| 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) 10/04/2004 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 10/04/2004 | D(1) | 10,869.8622 | D | $27.72 | 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 | ||||||||
| Employee Stock Option (Right to Buy | $16.625 | 10/04/2004 | D(2) | 22,500 | (3) | 01/25/2009 | Common Stock | 22,500 | $11.095 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $5.6875 | 10/04/2004 | D(2) | 5,000 | (4) | 11/12/2009 | Common Stock | 5,000 | $22.0325 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $6.5 | 10/04/2004 | D(2) | 25,000 | (5) | 03/23/2010 | Common Stock | 25,000 | $21.22 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $9.25 | 10/04/2004 | D(2) | 7,500 | (6) | 03/29/2011 | Common Stock | 7,500 | $18.47 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $19 | 10/04/2004 | D(2) | 11,000 | (7) | 04/11/2012 | Common Stock | 11,000 | $8.72 | 0 | D | ||||
| Emploee Stock Options (Right to Buy) | $7.98 | 10/04/2004 | D(2) | 5,000 | (8) | 06/02/2013 | Common Stock | 5,000 | $19.74 | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects disposition of shares in exchange for the cash price indicated pursuant to the Agreement and Plan of Merger between Luxottica Group S.p.A., Colorado Acquisition Corporation and Cole National Corporation, as amended (the "Merger Agreement"). |
| 2. Reflects disposition of options in exchange for the cash price indicated, which represents the difference between the exercise price and the merger price, pursuant to the Merger Agreement. |
| 3. The option vested on successive anniversaries of the date of grant as follows: 1/4 on 1/25/00; 1/4 on 1/25/01; 1/4 on 1/25/02 and the remaining 1/4 on 1/25/03. |
| 4. The options vested on successive anniversaries of the date of grant as follows: 1/4 on 11/12/00; 1/4 on 11/12/01; 1/4 on 11/12/02 and the remaining 1/4 on 11/12/03. |
| 5. The option vested on successive anniversaries of the date of grant as follows: 1/4 0n 3/23/01; 1/4 on 3/23/02; 1/4 on 3/23/03 and the remaining 1/4 on 3/23/04. |
| 6. The option vested on successive anniversaries of the date of grant as follows: 1/4 on 3/29/02; 1/4 on 3/29/03; 1/4 on 3/29/04 and the remaining 1/4 would otherwise vest on 3/29/05. |
| 7. The option vested on successive anniversaries of the date of grant as follows: 1/4 on 4/11/03; 1/4 on 4/11/04; and would otherwise vest as follows: 1/4 on 4/11/05 and the remaining 1/4 on 4/11/06. |
| 8. The option vested on successive anniversaries of the date of grant as follows: 1/4 on 6/2/04; and would otherwise vest as follows: 1/4 on 6/2/05; 1/4 on 6/2/06 and the remaining 1/4 on 6/2/07. |
| Remarks: |
| Leslie D. Dunn | 10/05/2004 | |
| ** 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. | ||