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
ALMOST FAMILY INC [ AFAM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2014 | ||||||||||||||||||||||||||
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 | 12/17/2014 | S | 2,600(16) | D | $30.004(17) | 394,083 | D | |||
Common Stock | 12/18/2014 | S | 5,000(16) | D | $30.042(17) | 389,083 | D | |||
Common Stock | 12/19/2014 | S | 5,000(16) | D | $30.071(17) | 384,083 | D | |||
Common Stock | 51,205(13) | I | By Spouse | |||||||
Common Stock(11) | 55,274(1) | I | See Footnote #1 | |||||||
Common Stock | 5,924(2) | I | By self as CO-TTEE for Irrevocable Trust |
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 | ||||||||
Option (right to buy)(14) | $24.28 | (15) | 03/16/2024 | Common Stock | 25,200 | 25,200 | D | ||||||||
Option (right to buy)(6) | $20.89 | (12) | 02/28/2023 | Common Stock | 23,600 | 23,600 | D | ||||||||
Option (right to buy)(6) | $24.16 | (10) | 02/26/2022 | Common Stock | 18,600 | 18,600 | D | ||||||||
Option (right to buy)(4) | $19.4 | (3) | 02/11/2017 | Common Stock | 30,000 | 30,000 | D | ||||||||
Option (right to buy)(6) | $22.18 | (5) | 03/06/2018 | Common Stock | 20,000 | 20,000 | D | ||||||||
Option (right to buy)(6) | $33.27 | (7) | 02/08/2019 | Common Stock | 10,400 | 10,400 | D | ||||||||
Option (right to buy)(6) | $40.13 | (8) | 12/13/2019 | Common Stock | 9,000 | 9,000 | D | ||||||||
Option (right to buy)(6) | $36.69 | (9) | 03/10/2021 | Common Stock | 13,000 | 13,000 | D | ||||||||
Option (right to buy)(4) | $19.4 | (3) | 02/11/2017 | Common Stock | 2,000 | 2,000 | I | By Spouse(13) | |||||||
Option (right to buy)(6) | $22.18 | (5) | 03/06/2018 | Common Stock | 2,000 | 2,000 | I | By Spouse(13) | |||||||
Option (right to buy)(6) | $33.27 | (7) | 02/08/2019 | Common Stock | 800 | 800 | I | By Spouse(13) | |||||||
Option (right to buy)(6) | $40.13 | (8) | 12/13/2019 | Common Stock | 500 | 500 | I | By Spouse(13) | |||||||
Otion (right to buy)(6) | $36.69 | (9) | 03/10/2021 | Common Stock | 700 | 700 | I | By Spouse(13) |
Explanation of Responses: |
1. Held by WBY Investments Limited Partnership, LLLP, a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of these securities 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 for any other purpose. |
2. 5924 shares consist of 2 individual trusts FBO J.J. Yarmuth and Jacob J. Yarmuth. |
3. The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, February 12, 2007. |
4. Granted pursuant to the Amended and Restated 2000 Stock Option Plan. |
5. The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 7, 2008. |
6. Granted pursuant to the 2007 Stock & Incentive Compensation Plan. |
7. The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, February 9, 2009. |
8. The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, December 14, 2009. |
9. The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 11, 2011. |
10. The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, February 27, 2012. |
11. Mr. Yarmuth may also be deemed to be the indirect beneficial owner of 5,000 shares of common stock held in the William B. Yarmuth Family Foundation, Inc., a charitable 501(c)(3) entity. As a tax-exempt organization, no part of the foundation's income can inure to the benefit of a private individual; therefore, Mr. Yarmuth does not have a pecuniary interest in the foundation's shares and he disclaims any such pecuniary beneficial ownership for purposes of the reporting requirements under Section 16 of the Securities Exchange Act of 1934. |
12. The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 1, 2013. |
13. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
14. Granted pursuant to the 2013 Stock & Incentive Compensation Plan. |
15. The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 17, 2014. |
16. These shares were sold pursuant to a written non-discretionary Rule 10b5-1 sales plan dated December 31, 2013. |
17. Weighted average sale price reported. On 12/17/14, the 2,600 shares were sold within a range of $30.00 and $30.0275. On 12/18/14, the 5,000 shares were sold within a range of $30.00 and $30.14. On 12/19/14, the 5,000 shares were sold within a range of $30.00 and $30.45. The reporting person will provide upon request by the Commission Staff, the issuer, or security holder, full information regarding the number of shares sold at each separate price. |
/s/ William B. Yarmuth | 12/19/2014 | |
** 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. |