SEC Form 4 · accession 0000905718-16-001289
AVON PRODUCTS INC · AVP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen Feinberg
10% Owner
Cleveland Apple Investor L.P.
10% Owner
Avatar GP, LLC
10% Owner
Period of report
Mar 31, 2016
Accepted (ET)
Apr 4, 2016 · 9:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000008868
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF1,F2,F3 | $5.00 | Mar 31, 2016 | J | 0 | A | — | — | Common Stock | 51,524 | 87,051,524 | I |
Explanation of responses
- F1Pursuant to the Certificate of Amendment of the Certificate of Incorporation (the "Series C Certificate") of Avon Products, Inc. (the "Company"), holders of shares of Series C Preferred Stock of the Company ("Preferred Stock") are entitled to participate ratably on an as-converted basis with the holders of the common stock of the Company ("Common Stock") in all dividends with respect to shares of Common Stock. In addition, cumulative dividends, whether or not declared, accrue daily with respect to Preferred Stock and are calculated and payable on a quarterly basis on the last day of each fiscal quarter. As a result of the accrued dividend on March 31, 2016 (the "Accrued Dividend Date") to holders of shares of Preferred Stock, the Reporting Persons may, as of the Accrued Dividend Date, convert their shares of Preferred Stock into an additional amount of shares of Common Stock as set forth below.
- F2The shares of Preferred Stock are convertible into shares of Common Stock at any time at the holder's discretion based on a conversion rate of $5.00 per share, subject to adjustments. Pursuant to the terms of the Series C Certificate, shares of Preferred Stock are not convertible into more than 87,051,524 shares of Common Stock (the "Conversion Cap"). As a result of the accrued dividend described above and the Conversion Cap, the Reporting Persons are deemed to beneficially own an additional 51,524 shares of Common Stock as of the Accrued Dividend Date and a total of 87,051,524 shares of Common Stock as of the date of the filing of this Statement.
- F3Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.