SEC Form 4 · accession 0001225208-16-042402
LEXMARK INTERNATIONAL INC /KY/ · LXK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jean Paul L Montupet
Director
Period of report
Nov 29, 2016
Accepted (ET)
Nov 30, 2016 · 3:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001001288
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Nov 29, 2016 | D | 46,705 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF2 | — | Nov 29, 2016 | D | 8,123 | D | — | — | Class A Common Stock | 8,123 | 0 | D |
| Non Employee Director Stock OptionF3 | $30.91 | Nov 29, 2016 | D | 10,100 | D | Apr 24, 2009 | Apr 24, 2018 | Class A Common Stock | 10,100 | 0 | D |
| Non Employee Director Stock OptionF4 | $54.85 | Nov 29, 2016 | D | 4,800 | D | Apr 26, 2008 | Apr 26, 2017 | Class A Common Stock | 4,800 | 0 | D |
Explanation of responses
- F1Represents shares of Class A Common Stock and restricted stock units, including associated dividend equivalent units, disposed of pursuant to the agreement and plan of merger (the "Merger Agreement") by and among the issuer, Ninestar Holdings Company Limited, Ninestar Group Company Limited, Ninestar Lexmark Company Limited and Apex Technology Co., Ltd. in exchange for $40.50 cash per share, without interest.
- F2Represents deferred stock units, including associated dividend equivalent units, disposed of pursuant to the Merger Agreement in exchange for $40.50 cash per share, without interest.
- F3Pursuant to the Merger Agreement, this option, which vested and became exercisable in three equal annual installments (34%, 34% and 33%), commencing on April 24, 2009, was cancelled in exchange for a cash payment equal to the product of (a) the total number of shares of common stock subject to that option, multiplied by (b) the excess of $40.50 over the exercise price of such option.
- F4Pursuant to the Merger Agreement, this option, which vested and became exercisable in three equal annual installments (34%, 34% and 33%), commencing on April 26, 2008, was cancelled without payment because the exercise price of the option exceeded the merger consideration of $40.50 per share.