SEC Form 4 · accession 0000020629-15-000032
CSS INDUSTRIES INC · CSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William G Kiesling
Officer — VP and General Counsel
Period of report
May 22, 2015
Accepted (ET)
May 27, 2015 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000020629
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock ($.10 par value) | May 27, 2015 | M | 8,500 | $0.00 | A | 33,319 | D | |
| Common Stock ($.10 par value) | May 27, 2015 | F | 2,889 | $27.65 | D | 30,430 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call (Stock) OptionF3 | $27.77 | May 22, 2015 | A | 12,800 | A | May 22, 2016 | May 22, 2022 | Common Stock | 12,800 | 12,800 | D |
| Restricted Stock UnitsF4 | $0.00 | May 27, 2015 | M | 8,500 | D | May 27, 2015 | May 27, 2015 | Common Stock | 8,500 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | holding | — | — | — | May 21, 2016 | May 21, 2016 | Common Stock | 7,100 | 7,100 | D |
Explanation of responses
- F1This transaction reflects the automatic redemption of restricted stock units ("RSUs") that became vested on or prior to the 4th anniversary of the grant date. Each RSU was automatically redeemed for one share of Issuer common stock.
- F2Reflects shares withheld to satisfy the reporting person's tax liability in connection with the automatic redemption of RSUs.
- F3Reflects first anniversary of the date of grant for options granted pursuant to a Rule 16b-3 plan. Options are exercisable in installments of 25% of the optioned securities on and after the first anniversary of the date of grant and to the extent of an additional 25% of the optioned securities on and after the 2nd, 3rd and 4th anniversaries of the date of grant. To the extent not exercised, installments are cumulative.
- F4Reflects the date on which vested RSUs become automatically redeemed for an equal number of shares of Issuer common stock.