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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 | ||||||||
Non-qualified Stock Option (Right to Buy) | $ 7.4 | 02/10/2011 | M | 1,167,000 | (4) | 10/01/2011 | Common Stock | 1,167,000 | $ 0 | 263,000 | D | ||||
Non-qualified Stock Option (Right to Buy) | $ 7.4 | 02/11/2011 | M | 263,000 | (4) | 10/01/2011 | Common Stock | 263,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCHULTZ HOWARD D 2401 UTAH AVENUE SOUTH, SUITE 800 SEATTLE, WA 98134 |
X | chairman, president and ceo |
/s/ Sarah E. Mock, attorney-in-fact for Howard Schultz | 02/14/2011 | |
**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) | This transaction was executed in multiple trades at prices ranging from $33.12 to $33.19. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(2) | This transaction was executed in multiple trades at prices ranging from $33.20 to $33.30. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(3) | On Feb. 11, 2011, a grantor retained annuity trust (GRAT) that was previously established by the reporting person's spouse made an annuity payment of 814,000 shares to a joint account of the reporting person and his spouse. This annuity payment is being reported as a gift. The reporting person is the sole trustee of such GRAT and the shares owned by the GRAT have previously been shown as indirectly owned by the reporting person. In addition to the 814,000 shares described above that are being reported as a gift, the total number of shares shown as directly owned also includes 814,000 shares that were transferred to the joint account on Feb. 11, 2011, as an annuity payment from a separate GRAT previously established by the reporting person for which he is the sole trustee. The shares owned by such GRAT were previously shown as indirectly owned and the annuity payment from such GRAT is a change in the form of beneficial ownership that is exempt from Section 16 pursuant to Rule 16a-13. |
(4) | The options became exercisable in two increments of 476,667 shares each on October 1, 2002 and October 1, 2003 and one increment of 476,666 shares on October 1, 2004. |