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
MOVIE GALLERY INC [ MOVI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/09/2004 |
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(1)(2)(3) | 03/08/2004 | J(1)(2)(3) | 93,890 | D | (1)(2)(3) | 1,463,647(4) | 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 | ||||||||
Variable Contract(1)(2)(3) | (1)(2)(3) | 03/08/2004 | J(1)(2)(3) | 93,890(1)(2)(3) | (1)(2)(3) | (1)(2)(3) | Common Stock | (1)(2)(3) | (1)(2)(3) | 0.00(1)(2)(3) | D |
Explanation of Responses: |
1. On 12/6/01, the reporting person entered into a variable stock purchase agreement (the "Agreement") with UBS Warburg LLC with respect to a maximum of 800,000 shares of common stock. The Agreement contemplates multiple specific transactions concerning tranches of shares of common stock. On 2/9/02, the reporting person entered into a specific transaction under the Agreement relating to a tranch of 112,333 shares of common stock (the "Base Amount") pursuant to which the reporting person became obligated to deliver on the third business day immediately following the Maturity Date (as defined below) a number of shares of common stock (or, at the option of the reporting person, the cash equivalent of such shares) based on the following: |
2. (a) if the closing price (the "Final Price") of the common stock on 3/8/04 (the "Maturity Date")is less than $16.1802 per share (the "Floor Price"), the reporting person will deliver 112,333 shares; (b) if the Final Price is less than or equal to $19.4162 per share (the "Cap Price") but greater than or equal to the Floor Price, the reporting person will deliver a number of shares equal to the Floor Price/Final Price x 112,333; (c) if the Final Price is greater than the Cap Price, the reporting person will deliver a number of shares equal to ((Floor Price + (Final Price - Cap Price))/Final Price x 112,333. In consideration for the foregoing, the reporting person received $1,617,638. The reporting person pledged the amount of shares of common stock equal to the Base Amount to secure his obligations under the Agreement. |
3. The closing price; of the common stock on the Maturity Date was $19.71. Accordingly, the reporting person delivered, pursuant to the terms of the specific transaction under the Agreement, 93,890 shares of common stock on 3/11/04. The reporting person was not obligated to deliver the remaining shares that were part of the Base Amount and subject to the specific transaction under the Agreement, and therefore retained those shares. |
4. This amendment to From 4 corrects the amount of securities beneficially owned by the reporting person following the reported transaction. |
S. Page Todd, as Attorney-in-fact | 03/03/2005 | |
** 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. |