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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 | ||||||||
| STOCK APPRECIATION RIGHT | $ 1.51 | 03/15/2013 | A | 600,000 (1) (2) | (1)(2) | 03/15/2023 | COMMON STOCK | 600,000 | $ 0 | 629,250 (3) | D | ||||
| Stock Option (Right to Buy) | $ 1.51 | 03/15/2013 | A | 200,000 | (4) | 03/15/2023 | COMMON STOCK | 200,000 | $ 0 | 275,000 (5) (6) | D | ||||
| Stock Option (Right to Buy) | $ 1.51 | 03/15/2013 | A | 200,000 | (7) | 03/15/2023 | COMMON STOCK | 200,000 | $ 0 | 475,000 (8) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BENAROYA RAPHAEL C/O KID BRANDS, INC. ONE MEADOWLANDS PLAZA, 8TH FLOOR EAST RUTHERFORD, NJ 07073 |
X | Chairman, President and CEO | ||
| /s/ Raphael Benaroya | 03/18/2013 | |
| **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) | Represents Stock Appreciation Rights ("SARs") granted on 03/15/13 under the Issuer's Equity Incentive Plan (the "EIP"). 15,625 of such SARs vest on the last day of each month for a consecutive 24-month period (commencing 3/31/13), and 9,375 of such SARs vest on the last day of the month for the subsequent consecutive 24-month period. The SARs may be settled, upon exercise, solely for cash, provided that, upon the approval of the Company's shareholders (which approval shall be requested at the Company's next Annual Meeting of Shareholders), any unexercised SARs will be converted (with no consideration) into non-qualified stock options (on a one-for one basis) under the EIP (with no change to the grant date, exercise price, vesting schedule, or other terms thereof). (Continued in Footnote 2) |
| (2) | To the extent shareholder approval is not obtained, the SARs will continue in full force and effect on the terms described above. Upon conversion of unexercised SARs into non-qualified stock options, such SARS may no longer be exercised. |
| (3) | Includes: (i) 14,250 SARs granted on 7/19/11 pursuant to the EIP, at an exercise price of $5.17 per share, which vest ratably over a five-year period commencing 7/19/12 and expire on 7/19/21; and (ii) 15,000 SARs granted on 7/15/10 pursuant to the EIP at an exercise price of $8.17 per share, which vest ratably over a five-year period commencing 7/15/11 and expire on 7/15/20. |
| (4) | Represents a grant on 03/15/13 of 200,000 incentive stock options under the EIP ("ISOs"). Twenty-five percent of the ISOs vested on the date of grant, and an additional twenty-five percent of such ISOs vest on each of the first, second and third anniversary of the date of grant. |
| (5) | Includes: (i) 15,000 stock options granted on 9/22/09 pursuant to the EIP at an exercise price of $6.63 per share, which vest ratably over a 5-year period commencing 9/22/10 and expire on 9/22/19; (ii) 15,000 stock options granted on 7/10/08 pursuant to the EIP at an exercise price of $7.28 per share, which vest ratably over a five-year period commencing 7/10/09 and expire 7/10/18; (iii) 15,000 stock options granted on 12/27/07 pursuant to the issuer's 2004 Stock Option, Restricted and Non-Restricted Stock Plan (the "2004 Plan") at an exercise price of $16.77 per share, which vest ratably over a five-year period commencing 12/27/08 and expire 12/27/17; (Continued in Footnote 6) |
| (6) | (iv) 15,000 stock options granted on 11/01/06 pursuant to the 2004 Plan at an exercise price of $15.05 per share, which vest ratably over a five-year period commencing 11/01/07 and expire 11/01/16; and (v) 15,000 stock options granted on 5/4/05 pursuant to the 2004 Plan, at an exercise price of $13.06 per share, all of which were deemed vested as of 12/28/05. |
| (7) | Represents a grant on 03/15/13 of 200,000 non-qualified inducement stock options outside of the EIP, all of which vested on the date of grant. |
| (8) | Includes the grants described in footnotes 4, 5 and 6 above. |