| 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
FINLAY ENTERPRISES INC /DE [ FNLY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/04/2008 | ||||||||||||||||||||||||||
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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 | 08/04/2008 | M | 484 | A | $0 | 4,998 | D | |||
| Common Stock | 08/04/2008 | M | 484 | A | $0 | 5,482 | 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 | ||||||||
| Phantom Stock Units(1) | $0(3) | 08/04/2008 | M | 484 | (4) | (4) | Common Stock | 484 | $12.91 | 5,035(6) | D | ||||
| Phantom Stock Units(2) | $0(3) | 08/04/2008 | M | 484 | (5) | (5) | Common Stock | 484 | $0 | 5,035(7) | D | ||||
| Explanation of Responses: |
| 1. Phantom stock units were credited to an account for the Reporting Person, under the Issuer's Director Deferred Compensation and Stock Purchase Plan approved by stockholders (the "Director Plan"), in connection with the deferral of the Reporting Person's director fees. These units are fully vested at all times. Generally, in accordance with the Director Plan, the Reporting Person will receive one share of Common Stock for each such unit as soon as practicable following the earlier of: (i) termination of his directorship or (ii) the expiration of the three year deferral period elected by the Reporting Person (as such period may be amended). |
| 2. Phantom stock units were credited to an account for the Reporting Person, through matching by the Issuer, under the Director Plan. These matching units will generally vest on the one year anniversary of the transaction date. Generally, for each matching unit, the Reporting Person will receive one share of Common Stock as soon as practicable following the earlier of: (i) termination of his directorship or (ii) the expiration of the deferral period. |
| 3. Each phantom stock unit converts to common stock on a one-for-one basis. |
| 4. These phantom stock units were credited to an account for the Reporting Person, under the Director Plan, in connection with the deferral of the Reporting Person's director fees on August 1, 2005, and were fully vested on the transaction date. Pursuant to the Reporting Person's three-year deferral period, the phantom stock units became payable on August 4, 2008. |
| 5. These phantom stock units were credited to an account for the Reporting Person, under the Director Plan, through matching by the Issuer, in connection with the deferral of the Reporting Person's director fees on August 1, 2005, and vested on the one year anniversary of the transaction date. Pursuant to the Reporting Person's three-year deferral period, the phantom stock units became payable on August 4, 2008. |
| 6. Phantom stock units previously credited to an account for the Reporting Person under the Director Plan. |
| 7. Phantom stock units previously credited to an account for the Reporting Person, through matching by the Issuer, under the Director Plan. |
| Remarks: |
| Bonni G. Davis, Attorney-in-Fact for Ellen R. Levine | 08/04/2008 | |
| ** 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. | ||