| 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
TODD SHIPYARDS CORP [ TOD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2008 | ||||||||||||||||||||||||||
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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 | ||||||
| Todd Shipyards Corp Common | 1,600 | D | ||||||||
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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 | ||||||||
| Todd restricted stock units | (1) | 07/06/2007 | A | 6,400 | (2) | (3) | Common Stock | 6,400 | (4) | 6,400 | D | ||||
| Todd restricted stock units | (1) | 07/06/2007 | A | 1,500 | (5) | (9) | Common Stock | 1,500 | (4) | 1,500 | D | ||||
| Todd stock appreciation rights | $21.02(6) | 07/06/2007 | A | 3,000 | (7) | (8) | Common Stock | 3,000 | (4) | 3,000 | D | ||||
| Todd restricted stock units | (1) | 06/13/2008 | A | 1,800 | (10) | (11) | Common Stock | 1,800 | (4) | 1,800 | D | ||||
| Todd stock appreciation rights | $14.48(12) | 06/13/2008 | A | 3,000 | (13) | (8) | Common Stock | 3,000 | (4) | 3,000 | D | ||||
| Explanation of Responses: |
| 1. Each RSU represents the right to receive one share of Todd Common Stock, subject to adjustment as provided in the grant agreement. |
| 2. The RSUs vest and convert to Todd Common Stock as to 1,600 units on each July 6 commencing in 2008 (through 2011). |
| 3. By virtue of vesting, the RSUs will expire on July 6, 2011 or, as to non-vested units, upon certain termination events. |
| 4. Granted under the Todd Shipyards Incentive Stock Plan. |
| 5. The RSUs vest and convert to Todd Common Stock as to 300 units on each July 6 commencing in 2008 (through 2012). |
| 6. Upon exercise of the SARs, the holder is entitled to receive value equal to the number of rights being exercised times the then current fair market value reduced by $21.02, the fair market value on date of grant. Such value will be paid, net of withholding taxes, in shares of Todd Common Stock. |
| 7. The SARs vest as to 1,000 units on each July 6 commencing in 2008 (through 2010). |
| 8. Upon certain termination events, earlier as to non-vested units. |
| 9. By virtue of vesting, the RSUs will expire on July 6, 2012 or, as to non-vested units, upon certain termination events. |
| 10. The RSUs vest and convert to Todd Common Stock as to 360 units each June 13 commencing in 2009 (through 2013). |
| 11. By virtue of vesting, the RSUs will expire on June 13, 2013 or, as to non-vested units, upon certain termination events. |
| 12. Upon exercise of the SARs, the holder is entitled to receive value equal to the number of rights being exercised times the then current fair market value reduced by $14.48, the fair market value on date of grant. Such value will be paid, net of withholding taxes, in shares of Todd Common Stock. |
| 13. The SARs vest as to 1,000 units each June 13 commencing in 2009 (through 2011). |
| Berger A. Dodge | 06/17/2008 | |
| ** 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. | ||