SEC Form 4 · accession 0001225208-16-042452
LEXMARK INTERNATIONAL INC /KY/ · LXK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronaldo M Foresti
Officer — Vice President
Period of report
Nov 29, 2016
Accepted (ET)
Dec 1, 2016 · 1:15 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 | 99,747 | $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 | 1,764 | D | — | — | Class A Common Stock | 1,764 | 0 | D |
| Employee Stock OptionF3 | $17.12 | Nov 29, 2016 | D | 86,000 | D | May 15, 2011 | May 15, 2019 | Class A Common Stock | 86,000 | 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 and less any applicable withholding taxes.
- 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 and less any applicable withholding taxes.
- F3Pursuant to the Merger Agreement, this option, which vested and became exercisable 34% on May 15, 2011, 33% on May 15, 2013 and 33% on May 15, 2015, 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, without interest and less any applicable withholding taxes.