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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-Based Restricted Stock Units (1) | $ 18.47 (2) | 10/26/2009 | D | 30,030 | (1) | (1) | Common Stock | 30,030 | $ 0 | 30,030 | D | ||||
Performance-Based Restricted Stock Units | $ 0 | 10/26/2009 | D | 30,030 (3) | (3) | (3) | Common Stock | 30,030 | $ 0 | 0 | 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 | 10/27/2009 | |
**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) | Disposition represents the settlement of 30,030 Performance-Based Restricted Stock Units pursuant to the A. Schulman, Inc. (the "Company") Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan")(a Rule 16b-3 Plan). Under the 2006 Plan, Performance-Based Restricted Stock Units are settled in cash by the Company in an amount equal to the fair market value of a share of the Company's common stock on the applicable vesting date, subject to certain performance criteria. Specifically, in regards to the 60,060 Performance-Based Restricted Stock Awards issued to Mr. Gingo on January 16, 2009, 30,030 Performance-Based Restricted Stock Units vested as a result of the Company's worldwide Net Income, Operating Income, and Days of Working Capital for the 2009 fiscal year. |
(2) | Price reflects the closing price of the Company's common stock on October 26, 2009. |
(3) | Disposition represents the forfeiture of 30,030 Performance-Based Restricted Stock Units based upon the Company's worldwide Net Income, Operating Income and Days of Working Capital for the 2009 fiscal year. |