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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 | |
| SCHOCKEMOEHL GENE F C/O GLOBAL POWER EQUIPMENT GROUP INC. 400 E. LAS COLINAS BOULEVARD IRVING, TX 75039 |
Senior Vice President | |||
| /s/ Tracy D. Pagliara for Gene F. Schockemoehl by Power of Attorney | 04/01/2013 | |
| **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) | Restricted stock units granted under the Global Power Equipment Group Inc. 2011 Equity Incentive Plan. Of the restricted stock units, each of which represents the right to receive one share of common stock of Global Power Equipment Group Inc., 778, 778 and 777 will vest on March 31 of each of 2014, 2015 and 2016, respectively, subject to continued employment through the vesting date. Any units that do not vest will be forfeited. |
| (2) | Includes 3 shares inadvertently omitted from the reporting person's previously filed forms as a result of a rounding error associated with Global Power Equipment Group Inc.'s reverse stock split. |
| (3) | Reflects the award of common stock pursuant to awards of performance-based restricted stock units, each of which represents the right to receive one share of common stock of Global Power Equipment Group Inc. (the "Company"), granted on each of February 9, 2009 and March 23, 2010 pursuant to the Company's 2008 Management Incentive Plan, and on July 21, 2011 and March 22, 2012 pursuant to the Company's 2011 Equity Incentive Plan. Pursuant to the terms of the awards, 5,034, 1,562 and 875 of the restricted stock units will vest on March 31, 2014, 2015, and 2016, respectively, subject to the Company's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2013, 2014 and 2015, and further subject to continued employment through the vesting date. The performance criteria for 2012 were met, resulting in the vesting of 10,103 restricted stock units. Any units that do not vest will be forfeited. |
| (4) | Reflects withholding of shares by the Company to offset the tax liability resulting from the vesting on March 31, 2013 of restricted stock units as reported in this Form 4 |
| Remarks: Power of attorney was filed as Exhibit 24 to the Form 3 filed for Mr. Schockemoehl on August 5, 2010. | |