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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Shares (1) | (2) | 02/29/2008 | A | 100,000 | (1) | (1) | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
Performance-Based Restricted Stock Units (3) | (4) | 02/29/2008 | A | 24,436 | (4) | (4) | Common Stock | 24,436 | $ 0 | 24,436 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GINGO JOSEPH M 3550 WEST MARKET STREET AKRON, OH 44333 |
X | Chief Executive Officer |
/s/ Aaron S. Berke, attorney in fact for Joseph M. Gingo | 03/03/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Award represents a grant of Performance Shares pursuant to the A. Schulman, Inc. (the "Company") 2006 Equity Incentive Plan (the "2006 Plan"), which may be settled for shares of common stock upon the occurrence of specific criteria. On March 1, 2011 (the "Settlement Date"), if between the Grant Date and the Settlement Date total shareholder returns on the Company's shares relative to a peer group of similar companies ("Share Value") is below the 25th percentile, all of the Performance Shares will be forfeited. If the Share Value meets or exceeds the 25th percentile, but is less than the 50th percentile, two-thirds (2/3) of the Performance Shares will be forfeited. If the Share Value meets or exceeds the 50th percentile, but is less than the 75th percentile, one-third (1/3) of the Performance Shares will be forfeited. If the Share Value meets or exceeds the 75th percentile, all Performance Shares will vest. |
(2) | On the Settlement Date, all vested Performance Shares shall be settled for shares of the Company's common stock on a 1-to-1 basis. |
(3) | Award represents a grant of Performance-Based Restricted Stock Units pursuant to the 2006 Plan. Performance-Based Restricted Stock Units will be settled for cash in an amount equal to the fair market value of a share of the Company's common stock, subject to certain performance criteria. All or a portion of the Performance-Based Restricted Stock Units will vest depending upon the Company's Net Income, Cash Flow (excluding capital expenditures) and Return on Invested Capital for the fiscal year. The relative weighting and performance targets for each of these goals are the same as the Company's cash incentive plan. |
(4) | Performance-Based Restricted Stock Units will be settled for cash within two and a half (2 1/2) months of the Company's fiscal year end, in an amount equal to the fair market value of a share of the Company's common stock on a 1-to-1 basis. |