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
HOLLINGER INTERNATIONAL INC [ HLR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/08/2006 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 05/08/2006 | M | 2,381 | A | (1) | 2,381 | D | |||
Class A Common Stock | 05/08/2006 | F | 804 | D | $8.7(2) | 1,577 | 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 | ||||||||
Deferred Stock Units | (3) | 05/08/2006 | M | 2,381 | (4)(5)(6) | (4)(5)(6) | Common Stock, Class A | 2,381 | (7) | 7,146 | D |
Explanation of Responses: |
1. On May 8, 2006, Hollinger International Inc. (the "Company") issued 2,381 shares of its Class A Common Stock to the Reporting Person on the settlement of an equal number of Deferred Stock Units previously issued by the Company to the Reporting Person. 804 shares of Class A Common Stock were retained by the Company to pay applicable withholding taxes. |
2. The Reporting Person's Deferred Stock Units reported in this report vested on January 26, 2006. As such the market price of the Class A Common Stock on such date is used for tax reporting and withholding purposes. |
3. 1-for-1. |
4. The Deferred Stock Units were issued pursuant to 1999 Stock Incentive Plan. Upon the vesting of the Deferred Stock Units, the Company shall transfer to the Reporting Person one share of common stock for each Deferred Stock Unit held by the Reporting Person. Deferred Stock Units shall vest in accordance with the following schedule: (i) 25% of the Deferred Stock Units awarded shall vest and become nonforfeitable on each of the first, second, third and fourth anniversaries of January 26, 2005, unless forfeited earlier under paragraph (v) below; (ii) upon the Reporting Person's termination of employment by death or permanent disability, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such death or permanent disability; |
5. (iii) upon the Reporting Person's termination of employment by reason of retirement from the Company or its subsidiaries at or after attaining the age of 59 1/2 and after having served as an employee of the Company or its subsidiaries for at least five continuous years, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on such termination of employment; (iv) upon a change in control (as defined in the Reporting Person's Deferred Stock Unit Agreement dated as of January 26, 2005), the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such change of control unless forfeited earlier under paragraph (v) below; or |
6. (v) unless the Compensation Committee of the Company determines otherwise in its sole discretion, if the Reporting Person's employment with the Company terminates for any reason other than paragraphs (i), (ii) or (iii) above, the Deferred Stock Units which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date. |
7. Not applicable. |
/s/ Robert T. Smith | 05/10/2006 | |
** 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. |