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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DONAHUE THOMAS R 5800 CORPORATE DRIVE PITTSBURGH, PA 15237-7000 |
VP, CFO and Treasurer |
/s/John D. Martini (Attorney-in-Fact) | 08/12/2013 | |
**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 described transaction did not involve any public sale of shares. On August 8, 2013, two family partnerships (The Beechwood Company, L.P. ("Beechwood") and Comax Partners Limited Partnership ("Comax Partners")) merged, with Comax Partners as the surviving entity (the "Merger"). Beechmax, Inc. ("Beechmax") was the sole general partner of both partnerships prior to the Merger and remains as the sole general partner of Comax Partners post-Merger. Mr. Donahue is a shareholder of Beechmax. Prior to the Merger, Mr. Donahue reported his proportional beneficial interests in Beechwood and Comax Partners as a shareholder of Beechmax, and disclaimed beneficial ownership of FII Class B Common Stock except to the extent of his pecuniary interest therein. As a result of the Merger, all of the FII Class B Common Stock held by Beechwood is now held by Comax Partners. This transaction was undertaken for family wealth planning purposes. |
(2) | As a result of the Merger, the number of shares of FII Class B Common Stock in which Mr. Donahue has an indirect interest due to his limited partnership interest in Comax will increase by the amount indicated in Box 4. |
(3) | The reported securities are held by Comax Partners, a family partnership of which Beechmax is the sole general partner and Mr. Donahue has a limited partnership interest. The shares of FII Class B Common Stock reported represent Mr. Donahue's proportional beneficial interest in shares of issuer securities held by Comax Partners as shareholder of the general partner. Mr. Donahue disclaims beneficial ownership of the FII Class B Common Stock held by Comax Partners except to the extent of his pecuniary interest therein. |
Remarks: The Power of Attorney dated June 19, 2012 is incorporated by reference. |