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*
CATANI ALBERT J II

(Last) (First) (Middle)
THE LAMSON & SESSIONS CO.
25701 SCIENCE PARK DRIVE

(Street)
CLEVELAND OH 44122

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LAMSON & SESSIONS CO [ LMS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President-Manufacturing
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/16/2005
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)
Code V Amount (A) or (D) Price
COMMON STOCK 12/14/2005 S 200 D $27.58 30,540 D
COMMON STOCK 12/14/2005 S 100 D $27.56 30,440 D
COMMON STOCK 12/14/2005 S 1,300 D $27.55 29,140 D
COMMON STOCK 12/14/2005 S 1,500 D $27.54 27,640 D
COMMON STOCK 12/14/2005 S 1,700 D $27.53 25,940 D
COMMON STOCK 12/14/2005 S 1,000 D $27.52 24,940 D
COMMON STOCK 12/14/2005 S 3,500 D $27.51 21,440 D
COMMON STOCK 12/14/2005 S 19,200 D $27.5 2,240 D
COMMON STOCK 12/15/2005 M 7,000 A $4.1 9,240 D
COMMON STOCK 12/15/2005 M 1,400 A $3.44 10,640 D
COMMON STOCK 12/15/2005 S 100 D $26.9 10,540 D
COMMON STOCK 12/15/2005 S 100 D $26.89 10,440 D
COMMON STOCK 12/15/2005 S 100 D $26.87 10,340 D
COMMON STOCK 12/15/2005 S 300 D $26.86 10,040 D
COMMON STOCK 12/15/2005 S 400 D $26.71 9,640 D
COMMON STOCK 12/15/2005 S 100 D $26.6 9,540 D
COMMON STOCK 12/15/2005 S 900 D $26.59 8,640 D
COMMON STOCK 12/15/2005 S 800 D $26.58 7,840 D
COMMON STOCK 12/15/2005 S 700 D $26.55 7,140 D
COMMON STOCK 12/15/2005 S 900 D $26.51 6,240 D
COMMON STOCK 12/15/2005 S 4,000 D $26.5 2,240 D(1)
COMMON STOCK 3,702 I See Footnote(2)
COMMON STOCK 1,188 I See Footnote(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy Common Stock) $6.938 12/14/2005 M 15,000 02/26/1999(4) 02/26/2008 Common Stock 15,000 $0.00 0 D
Stock Option (Right to Buy Common Stock) $4.968 12/14/2005 M 12,000 02/25/2000(5) 02/25/2009 Common Stock 12,000 $0.00 0 D
Stock Option (Right to Buy Common Stock) $6.625 12/14/2005 M 12,000 02/23/2001(6) 02/23/2010 Common Stock 12,000 $0.00 0 D
Stock Option (Right to Buy Common Stock) $9.88 12/14/2005 M 10,000 02/21/2002(7) 02/21/2011 Common Stock 10,000 $0.00 0 D
Stock Option (Right to Buy Common Stock) $4.1 12/14/2005 M 5,000 02/20/2003(8) 02/20/2012 Common Stock 5,000 $0.00 7,000 D
Stock Option (Right to Buy Common Stock) $4.1 12/15/2005 M 7,000 02/20/2003(9) 02/20/2012 Common Stock 7,000 $0.00 0 D
Stock Option (Right to Buy Common Stock) $3.44 12/15/2005 M 1,400 02/18/2004(10) 02/18/2013 Common Stock 1,400 $0.00 6,600 D
Explanation of Responses:
1. Total also includes 740 restricted shares (grant previously reported) vesting on February 18, 2006.
2. Balance held by the Trust as of December 31, 2005. Total adjusted to reflect distribution of 7,789 shares from the Trust to the Reporting Person, who now holds them directly.
3. Held under The Lamson & Sessions Co. Deferred Savings Plan (the "401(k) Plan"), exempt under Rule 16b-3(c). Total adjusted to reflect ongoing acquisitions under the 401(k) Plan since Reporting Person's last report.
4. Exercisable over three years as follows: one-third on February 26, 1999; one-third on February 26, 2000; and one-third on February 26, 2001, with the number of shares vested in each year rounded to the nearest whole share.
5. Exercisable over three years as follows: one-third on February 25, 2000; one-third on February 25, 2001; and one-third on February 25, 2002, with number of shares vested in each year rounded to the nearest whole share.
6. Exercisable over three years as follows: one-third on February 23, 2001; one-third on February 23, 2002; and one-third on February 23, 2003 with the number of shares vested in each year rounded to the nearest whole share.
7. Exercisable over three years as follows: one-third on February 21, 2002; one-third on February 21, 2003; and one-third on February 21, 2004, with number of shares vested in each year rounded to the nearest whole share.
8. Exercisable over three years as follows: one-third on February 20, 2003; one-third on February 20, 2004; and one-third on February 20, 2005, with number of shares vested in each year rounded to the nearest whole share.
9. Exercisable over three years as follows: one-third on February 20, 2003; one-third on February 20, 2004; and one-third on February 20, 2005, with number of shares vested in each year rounded to the nearest whole share.
10. Exercisable over three years as follows: one-third on February 18, 2004; one-third on February 18, 2005; and one-third on February 18, 2006, with number of shares vested in each year rounded to the nearest whole share.
Remarks:
Form 2 of 2
/s/ Aileen Liebertz, Attorney-in-Fact for Albert J. Catani, II 02/03/2006
** 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).
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