SEC FORM 4

SEC Form 4

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^*

SMITH STEPHEN JOSEPH

(Last)

(First)

(Middle)

ONE AMERICAN ROAD

(Street)

CLEVELAND

44144

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN GREETINGS CORP [ AM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	08/09/2013		D		25,480⁽¹⁾	D	$19	0⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$22.65	08/09/2013		D			8,050⁽³⁾	05/15/2008	05/15/2016	Class A Common Shares	8,050	$0.00	0	D
Stock Option	$24.73	08/09/2013		D			8,750⁽³⁾	05/16/2007	05/16/2015	Class A Common Shares	8,750	$0.00	0	D
Stock Option	$23.98	08/09/2013		D			15,000⁽³⁾	12/26/2008	12/26/2016	Class A Common Shares	15,000	$0.00	0	D
Stock Option	$25.57	08/09/2013		D			22,000⁽³⁾	05/02/2009	05/02/2017	Class A Common Shares	22,000	$0.00	0	D
Stock Option	$7.73	08/09/2013		D			25,300⁽⁴⁾	05/01/2011	05/01/2019	Class A Common Shares	25,300	$0.00	0	D
Stock Option	$24.69	08/09/2013		D			12,650⁽³⁾	05/03/2012	05/03/2020	Class A Common Shares	12,650	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement among issuer, Century Intermediate Holding Company and Century Merger Corp. (the "Merger Agreement") in exchange for a cash payment of $19.00 per share.

2. Excludes any shares underlying restricted stock units or performance share units. These units remain outstanding and subject to existing vesting and other terms, but now represent the right to be settled in cash rather than shares in accordance with the terms of the Merger Agreement.

3. These options were cancelled pursuant to the Merger Agreement for a cash payment to be calculated based on the application of the Black-Scholes valuation applying certain assumptions as set forth in the Merger Agreement.

4. These options were cancelled pursuant to the Merger Agreement for a cash payment per share of the difference between the option exercise price and $19.00 per share.

Remarks:

	Christopher W. Haffke, Power of Attorney for Stephen J. Smith	08/13/2013
	** 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).
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