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
AMERICAN GREETINGS CORP [ AM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/03/2010 | ||||||||||||||||||||||||||
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 B Common Shares | 05/03/2010 | A | 11,750(1) | A | $0.00 | 57,962 | D | |||
Class B Common Shares | 05/04/2010 | M | 25,500 | A | $7.73 | 83,462 | D | |||
Class B Common Shares | 05/04/2010 | M | 25,000 | A | $18.12 | 108,462 | D | |||
Class B Common Shares | 05/04/2010 | D | 50,500(2) | D | $24.69 | 57,962 | D | |||
Class B Common Shares | 27,988.259(3) | I | by Deferred Comp. | |||||||
Class B Common Shares | 445,454(4) | I | By LLC |
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 | ||||||||
Stock Option | $24.69 | 05/03/2010 | A | 46,875 | (5) | 05/03/2020 | Class B Common Shares | 46,875 | $0.00 | 46,875 | D | ||||
Stock Option | $7.73 | 05/04/2010 | M | 25,500 | (6) | 05/01/2019 | Class B Common Shares | 25,500 | $0.00 | 49,500 | D | ||||
Stock Option | $18.12 | 05/04/2010 | M | 25,000 | (7) | 05/01/2018 | Class B Common Shares | 25,000 | $0.00 | 25,000 | D |
Explanation of Responses: |
1. Represents restricted stock units granted to the reporting person on May 3, 2010. The restricted stock units will vest and shares will be issued with respect to 3,917 shares on the first and second anniversaries of the grant date, and with respect to 3,916 shares on the third anniversary of the grant date, based on the continued employment of the reporting person. |
2. The shares were sold to American Greetings Corporation in accordance with its Amended and Restated Articles of Incorporation. |
3. Represents the number of shares allocated to the account of the reporting person under the Corporation's Executive Officers Deferred Compensation Plan, including dividend equivalents credited with respect to any dividends paid on the issuer's common shares. |
4. On August 11, 2006, the Reporting Person acquired membership interests in the Irving I. Stone Limited Liability Company (the "LLC") representing 24.5% of the equity in the LLC. As a result of such acquisition, the Reporting Person may be deemed to have an indirect beneficial ownership interest in 445,454 of the 1,818,182 Class B common shares owned by the LLC. |
5. This option will vest equally on each of the first, second and third anniversaries of the date of the grant. |
6. This option became exercisable with respect to 25,500 shares on May 1, 2010, and will become exercisable with respect to 24,750 shares on each of May 1, 2011 and May 1, 2012. |
7. This option became exercisable with respect to 25,000 shares on each of May 1, 2009 and May 1, 2010, and will become exercisable with respect to 25,000 shares on each of May 1, 2011. |
Remarks: |
Catherine M. Kilbane, Power of Attorney for Jeffrey Weiss | 05/05/2010 | |
** 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. |