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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 | |
GABELLI MARIO J C/O GAMCO INVESTORS, INC ONE CORPORATE CENTER RYE, NY 10580 |
X | X | Chairman and CEO |
/s/ Christopher J. Michailoff, Attorney-In-Fact for Mario J. Gabelli individually and/or as an executive officer or director of any entity for which he serve as such | 06/04/2010 | |
**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) | These shares of the Issuer's Class B Common Stock ("Class B Stock") are held by GGCP Holdings, LLC ("Holdings") via GGCP, Inc. ("GGCP"). The reporting person may be deemed to have beneficial ownership of the Class B Stock held by Holdings on the basis of (i) his position as the Chief Executive Officer of, a director of, and the controlling shareholder of, GGCP, which is the manager and a majority member of Holdings, and (ii) his minority membership interest in Holdings, which entitles him to only certain profits interests arising upon distributions by Holdings to its members that satisfy certain performance criteria (such membership interests referred to as "Holdings Profits Interests"). The reporting person disclaims any beneficial ownership of Class B Stock held by Holdings except to the extent of his pecuniary interest therein. |
(2) | Holdings distributed a total of 150,000 shares of Class B Stock, consisting of (i) a distribution of 127,844 shares of Class B Stock to GGCP, which made a pro rata distribution of the same shares to its shareholders, including the Reporting Person and (ii) a distribution of 22,156 shares of Class B Stock to holders of Holdings Profits Interests. By virtue of the distributions described in clause (i) of this footnote, 96,455 shares of Class B Stock indirectly beneficially owned by the Reporting Person before such distributions came to be directly beneficially owned by the Reporting Person, which represents only a change in the form of the Reporting Person's beneficial ownership of such shares of Class B Stock. The Reporting Person received 11,078 shares of Class B Stock in the distribution described in clause (ii) of this footnote pursuant to his Holdings Profits Interests. |
(3) | A total of 168,743 shares of the Class B Stock are convertible into the Issuer's Class A Common Stock pursuant to a resolution by the Issuer's Board of Directors. |