|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Call (Stock) Option | $ 18.25 | 03/19/2013 | A | 36,000 (3) | 05/27/2013 | 05/27/2018 | Common Stock | 36,000 | $ 0 | 36,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Munyan Christopher J C/O CSS INDUSTRIES, INC. 1845 WALNUT STREET, SUITE 800 PHILADELPHIA, PA 19103 |
X | President & CEO |
Michael A. Santivasci, Attorney in Fact | 03/20/2013 | |
**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) | The reported transaction reflects the satisfaction of a "total shareholder return" ("TSR") performance goal for restricted stock units ("RSUs") granted on 5/27/2011 (the "Grant Date"). On 3/19/2013, the Human Resources Committee of the Issuer's Board of Directors certified that the TSR performance goal had been attained. Each RSU will be redeemed automatically for one share of Issuer common stock upon satisfaction of service-based vesting conditions. RSU's vest to the extent of 50% of the underlying shares on each of the 3rd and 4th anniversaries of the Grant Date. |
(2) | Includes 42,525 RSUs subject to service-based vesting conditions not yet satisfied. |
(3) | The reported transaction reflects the satisfaction of a TSR performance goal for call stock options ("Options") granted on 5/27/2011 (the "Grant Date"). On 3/19/2013, the Human Resources Committee of the Issuer's Board of Directors certified that the TSR performance goal had been attained. Options become exercisable in installments, with 50% of the optioned securities becoming exercisable on the 2nd anniversary of the Grant Date, and 25% becoming exercisable on each of the 3rd and 4th anniversaries of the Grant Date. To the extent not exercised, installments are cumulative. |