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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X
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*
MAISEL DAVID

(Last) (First) (Middle)
MARVEL STUDIOS, INC.
1600 ROSECRANS AVE., BLDG. 7 SUITE 110

(Street)
MANHATTAN BEACH CA 90266

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Marvel Entertainment, Inc. [ MVL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Office of Chief Executive
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2008
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)
Code V Amount (A) or (D) Price
Common Stock(1) 11/05/2008 F 1,727 D $31.45 136,206 D
Common Stock 12/31/2009 D 158,100 D (2) 67,893 D
Common Stock(3) 12/31/2009 D 31,927 D (2) 35,966 D
Common Stock(4) 12/31/2009 D 35,966 D (2) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $17.32 12/31/2009 D 175,000 (5) 12/11/2010 Common Stock 175,000 $36.71 0 D
Explanation of Responses:
1. On November 5, 2008, in connection with the settlement on that day of 5,034 deferred stock units granted to Mr. Maisel pursuant to Marvel's 2005 Stock Incentive Plan, Marvel withheld 1,727 shares of common stock (from the shares issued upon settlement) for the payment of taxes incident to the settlement. The withholding was inadvertently not reported previously.
2. On August 31, 2009, Marvel Entertainment, Inc. ("Marvel") and The Walt Disney Company ("Disney") entered into a merger agreement (the "Merger Agreement"), which provided for a merger in which Marvel would become a wholly-owned subsidiary of Disney (the "Merger"). The Merger became effective on December 31, 2009 (the "Closing Date"). At the effective time of the Merger, each outstanding share of Marvel common stock (other than treasury shares held by Marvel and shares held by a subsidiary of Marvel) converted into the right to receive (i) $30.00 in cash and (ii) 0.7452 shares of Disney common stock (together, the "Merger Consideration"). The closing sales price of Disney common stock on the New York Stock Exchange on the Closing Date was $32.25. Accordingly, the value of the Merger Consideration on the Closing Date for each share of Marvel Common Stock was $54.03 ($30.00 + $24.03 = $54.03).
3. These shares represent former shares of restricted stock that, pursuant to the terms of the restricted stock award agreements and the Merger Agreement, vested immediately prior to the effective time of the Merger.
4. These shares represent former deferred stock units each of which, pursuant to the terms of the Merger Agreement, entitled Mr. Maisel to receive the per-share Merger Consideration, less withholding with respect to applicable taxes.
5. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $6,424,250, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to the option ($54.03 - $17.32 = $36.71 per share).
/s/ Benjamin Dean, attorney-in-fact for David Maisel 01/05/2010
** 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).
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