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
STEWART ENTERPRISES INC [ STEI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/26/2008 | ||||||||||||||||||||||||||
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 | 06/26/2008 | A | 10,000(1) | A | $0.00 | 10,000(1) | 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 | ||||||||
Option (Right to Buy) | $7.57 | 06/26/2008 | A | 22,500 | (2) | 06/26/2015 | Class A Common Stock | 22,500 | $0.00 | 22,500 | D |
Explanation of Responses: |
1. Includes 10,000 shares of performance-based restricted stock with 2,000 shares (20%) vesting on October 31, 2008 if the Company's return on equity ("ROE") for fiscal year 2008 is greater than or equal to 10 percent (10%), 4,000 shares (40%) vesting on October 31, 2009 if the Company's ROE for fiscal year 2009 is greater than or equal to eleven percent (11%), and 4,000 shares (40%) vesting on October 31, 2010 if the Company's ROE for fiscal year 2010 is greater than or equal to twelve percent (12%). To the extent not already vested, all 10,000 shares vest on October 31, 2010 if the ROE for fiscal years 2008, 2009 and 2010 is greater than or equal to eleven (11%) on a compounded annual basis. |
2. Options are exercisable as follows: 4,500 (20%) vest on October 31, 2008 if the closing price of the Company's Class A common stock equals or exceeds $8 per share for 20 consecutive trading days during fiscal year 2008; 9,000 (40%) on October 31, 2009 if the closing price of the Company's Class A common stock equals or exceeds $9 per share for 20 consecutive trading days during fiscal year 2009; and 9,000 (40%) on October 31, 2010 if the closing price of the Company's Class A common stock equals or exceeds $10 per share for 20 consecutive trading days during fiscal year 2010. To the extent not already vested, options to purchase all 22,500 shares shall vest on October 31, 2010 if the closing price of the Company's Class A common stock equals or exceeds $10 per share for 20 consecutive days at any time before October 31, 2010. |
Remarks: |
/s/ Kenneth G. Myers, Jr., by Lewis J. Derbes, Jr., by Power of Attorney | 06/26/2008 | |
** 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. |