SEC Form 4 · accession 0001179110-17-007331
ALMOST FAMILY INC · AFAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William B Yarmuth
Officer — CEO · Director
Period of report
May 12, 2017
Accepted (ET)
May 16, 2017 · 5:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000799231
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 12, 2017 | M | 20,000 | $22.18 | A | 430,794 | D | |
| Common StockF17 | May 12, 2017 | F | 11,981 | $57.25 | D | 418,813 | D | |
| Common Stock | May 12, 2017 | G | 10,000 | $0.00 | D | 408,813 | D | |
| Common Stock | May 15, 2017 | G | 8,000 | $0.00 | D | 400,813 | D | |
| Common StockF1,F18 | May 12, 2017 | S | 4,006 | $56.79 | D | 51,268 | I | By family limited partnership |
| Common StockF9,F1,F19 | May 15, 2017 | S | 25,994 | $56.83 | D | 25,274 | I | By family limited partnership |
| Common StockF11 | holding | — | — | — | 51,205 | I | By Spouse | |
| Common StockF2 | holding | — | — | — | 5,924 | I | By trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F4,F3 | $22.18 | May 12, 2017 | M | 20,000 | D | — | Mar 6, 2018 | Common Stock | 20,000 | 0 | D |
| Option (right to buy)F12,F16 | $49.05 | holding | — | — | — | — | Mar 9, 2027 | Common Stock | 16,100 | 16,100 | D |
| Option (right to buy)F12,F15 | $36.03 | holding | — | — | — | — | Mar 3, 2026 | Common Stock | 21,400 | 21,400 | D |
| Option (right to buy)F12,F14 | $37.28 | holding | — | — | — | — | Mar 1, 2025 | Common Stock | 19,800 | 19,800 | D |
| Option (right to buy)F12,F13 | $24.28 | holding | — | — | — | — | Mar 16, 2024 | Common Stock | 25,200 | 25,200 | D |
| Option (right to buy)F4,F10 | $20.89 | holding | — | — | — | — | Feb 28, 2023 | Common Stock | 23,600 | 23,600 | D |
| Option (right to buy)F4,F8 | $24.16 | holding | — | — | — | — | Feb 26, 2022 | Common Stock | 18,600 | 18,600 | D |
| Option (right to buy)F4,F5 | $33.27 | holding | — | — | — | — | Feb 8, 2019 | Common Stock | 10,400 | 10,400 | D |
| Option (right to buy)F4,F6 | $40.13 | holding | — | — | — | — | Dec 13, 2019 | Common Stock | 9,000 | 9,000 | D |
| Option (right to buy)F4,F7 | $36.69 | holding | — | — | — | — | Mar 10, 2021 | Common Stock | 13,000 | 13,000 | D |
Explanation of responses
- F1Held by WBY Investments Limited Partnership, LLLP, a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Shares were sold to diversify the family partnership's investment portfolio.
- F10The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 1, 2013.
- F11The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
- F12Granted pursuant to the 2013 Stock & Incentive Compensation Plan.
- F13The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 17, 2014.
- F14The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 2, 2015.
- F15The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 4, 2016.
- F16The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 10, 2017.
- F17The reporting person delivered 7,748 already-owned shares in payment of the exercise price, and the issuer withheld 4,233 shares in payment of tax liability, in each case, incident to the exercise of stock options issued in accordance with Rule 16b-3. No shares were sold by the reporting person.
- F18Weighted average sales price. On 5/12/17, the 4006 shares were sold within a range of $56.75 and $56.975. The reporting person will provide upon request by the Commission Staff,the issuer, or security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F19Weighted average sales price. On 5/15/17, the 25,994 shares were sold within a range of $56.75 and $57.175. The reporting person will provide upon request by the Commission Staff,the issuer, or security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F25,924 shares consist of 2 individual trusts FBO J.J. Yarmuth and Jacob J. Yarmuth.
- F3The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 7, 2008.
- F4Granted pursuant to the 2007 Stock & Incentive Compensation Plan.
- F5The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, February 9, 2009.
- F6The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, December 14, 2009.
- F7The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, March 11, 2011.
- F8The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, February 27, 2012.
- F9The reporting person may also be deemed to be the indirect beneficial owner of 23,943 shares of common stock held in the William B. Yarmuth Family Foundation, Inc., a charitable 501(c)(3) entity. As a tax-exempt organization, no part of the foundation's income can inure to the benefit of a private individual; therefore, the reporting person does not have a pecuniary interest in the foundation's shares and he disclaims any such pecuniary interest for purposes of the reporting requirements under Section 16 of the Securities Exchange Act of 1934.