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
WARNACO GROUP INC /DE/ [ WRC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/06/2012 | ||||||||||||||||||||||||||
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, par value $0.01 per share | 03/06/2012 | S | 12,158 | D | $56.2728(1) | 24,343 | D | |||
Common Stock, par value $0.01 per share | 03/06/2012 | A | 1,344(2) | A | (3) | 25,687 | 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 options (right to purchase) | $56.54 | 03/06/2012 | A | 10,205 | (4) | 03/06/2022 | Common Stock, par value $0.01 per share | 10,205 | (5) | 10,205 | D | ||||
Restricted stock units | (6) | 03/06/2012 | A | 1,415 | (7) | (7) | Common Stock, par value $0.01 per share | 1,415 | (8) | 2,953 | D | ||||
Restricted stock units | (6) | 03/06/2012 | A | 1,047 | (9) | (9) | Common Stock, par value $0.01 per share | 1,047 | (8) | 1,047 | D | ||||
Restricted stock units | (6) | 03/06/2012 | A | 4,476 | (10) | (10) | Common Stock, par value $0.01 per share | 4,476 | (8) | 4,476 | D |
Explanation of Responses: |
1. This transaction was executed in multiple trades at prices ranging from $56.10 to $56.49. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price. |
2. Restricted stock vests 50% on the earlier of (i) Reporting Person's 62nd birthday or (ii) upon the Reporting Person's obtaining 15 years of employment as an executive officer of the issuer from February 4, 2003 ("Vesting Service"); and 100% on the earliest of (i) Reporting Person's 65th birthday, (ii) the tenth anniversary of the date of grant or (iii) the Reporting Person's obtaining 20 years of Vesting Service. |
3. Not applicable - grant of restricted stock. |
4. One-third of the options vest on March 6, 2013 (the "First Vesting Date") and an additional one-third of the options vest on each of the first and second anniversaries of the First Vesting Date. |
5. Not applicable - grant of options. |
6. Each restricted stock unit represents the right to receive one share of The Warnaco Group, Inc. common stock. |
7. Represents restricted stock units earned as of March 6, 2012 based on the issuer's performance for fiscal 2011, pursuant to a March 3, 2010 award of performance units granted under the issuer's stock incentive program. Additional restricted stock units may be earned under such award through March 3, 2013 based on the Company's performance. Earned restricted stock units vest on March 3, 2013. |
8. Not applicable - grant of restricted stock units. |
9. Represents restricted stock units earned as of March 6, 2012 based on the issuer's performance for fiscal 2011, pursuant to a March 1, 2011 award of performance units granted under the issuer's stock incentive program. Additional restricted stock units may be earned under such award through March 1, 2014 based on the Company's performance. Earned restricted stock units vest on March 1, 2014. |
10. Restrictions lapse on the restricted stock units on March 6, 2015. |
Remarks: |
/s/ Ericka Alford as Attorney-in-Fact for Dwight Meyer | 03/08/2012 | |
** 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. |