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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
OUTDOOR CHANNEL HOLDINGS INC [ OUTD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/24/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 05/24/2012 | M | 17,668 | A | $0(1) | 47,918 | D | |||
Common Stock | 05/24/2012 | F | 6,225(10) | D | $6.4 | 41,693 | D | |||
Common Stock | 3,235,902 | I | See footnote(2) | |||||||
Common Stock | 2,673,620 | I | See footnote(3) | |||||||
Common Stock | 93,655 | I | See footnote(4) | |||||||
Common Stock | 46,755 | I | See footnote(5) | |||||||
Common Stock | 33,125 | I | See footnote(6) |
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 | ||||||||
Restricted Stock Units | (7) | 05/24/2012 | M | 17,668(8) | (9) | (9) | Common Stock | 17,668 | $0 | 0 | D |
Explanation of Responses: |
1. Represents the issuance of shares of Common Stock upon the settlement of the Restricted Stock Units that vested on May 24, 2012. |
2. Owned directly by the Massie Family Trust dated May 23, 2007, in which Thomas H. Massie and his wife are Co-Trustees (sharing investment and voting control over the securities) and Co-Beneficiaries. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
3. Owned directly by Musk Ox Investments, L.P., a Nevada limited partnership, in which Perry T. Massie and Thomas H. Massie are General Partners (sharing investment and voting control over the securities). The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
4. Owned directly by Musk Ox Properties, L.P., a Nevada limited partnership, in which Perry T. Massie and Thomas H. Massie are General Partners, sharing investment and voting control over the securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
5. Owned directly by The Wilma M. Massie Trust dated June 3, 1994, in which Thomas H. Massie and Perry T. Massie are Co-Trustees (sharing investment and voting control over the securities) and Co-Beneficiaries. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
6. Owned directly by The Wilma M. Massie Irrevocable Trust dated April 27, 1994, in which Thomas H. Massie and Perry T. Massie are Co-Trustees (sharing investment and voting control over the securities) and Co-Beneficiaries. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
7. Each restricted stock unit represents the contingent right to receive one share of Common Stock. |
8. The reporting person received an award of 17,668 restricted stock units on May 24, 2011 which vested on May 24, 2012 and were settled by issuing one share of common stock per unit. |
9. Not applicable. |
10. 6,225 shares of the shares issued upon the vesting of the 17,668 Restricted Stock Units were forfeited to the Company in lieu of withholding taxes. |
Thomas H. Massie, by Catherine C. Lee, Attorney-in-fact | 05/25/2012 | |
** 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. |