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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 | ||||||||
Employee Stock Option (Right to Buy) | $ 5.25 | 03/07/2007 | A | 170,000 | (2) | 03/07/2017 | Common Stock | 170,000 | $ 0 | 170,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GIBREE STEVEN W 83 FRANKLIN ROAD FOSTER, RI 02825 |
X | Exec. VP Product Development |
/s/ Steven W. Gibree | 03/08/2007 | |
**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 reporting person acquired the shares of the Issuer's common stock pursuant to the Agreement and Plans of Reorganization dated as of September 1, 2006 (the "Agreement"), among the Issuer, SII Acquisition, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), Summer Infant, Inc., Summer Infant Europe Limited, Summer Infant Asia, Ltd., and the stockholders named therein, pursuant to which Summer Infant, Inc. merged with and into Merger Sub, and the Issuer purchased all of the outstanding capital stock of Summer Infant Europe Limited and Summer Infant Asia, Ltd. (the "Acquisition"). The Acquisition was completed on March 6, 2007. On March 6, 2007, the Issuer's common stock was traded over-the-counter and the last reported sale price on that date was $5.40. |
(2) | 25% of the total number of shares subject to the option vested on March 7, 2007, and 25% of the total number of shares subject to the option shall vest and become exercisable on each of the first, second, and third anniversaries of the March 7, 2007 vesting commencement date. |