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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 | ||||||||
Stock options (right to buy) | $ 3.75 | 02/08/2010 | A | 5,000 | 02/08/2011(1) | 02/08/2020 | Common Stock | 5,000 | $ 3.75 | 5,000 | D | ||||
Restricted Stock Units | $ 0 (2) | 11/18/2009(2) | (2) | Common Stock | 4,902 | 4,902 | D | ||||||||
Deferred Stock Units | $ 0 (3) | (3) | (3) | Common Stock | 5,000 | 5,000 | D | ||||||||
Stock Options (right to buy) | $ 14.46 | 01/17/2009(4) | 01/17/2018 | Common Stock | 3,080 | 3,080 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cotter James M. 100 NORTHFIELD STREET GREENWICH, CT 06830 |
X |
Hilary Molay, by power of attorney | 02/10/2010 | |
**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) | Granted under the Zale Corporation Non-Employee Director Equity Compensation Plan, as amended (the "Plan") and vests on 2/8/2011. Pursuant to the governing documents of Breeden Partners L.P., Breeden Partners (California) L.P., Breeden Partners (California) II L.P., Breeden Partners (New York) I L.P., Breeden Partners Holdco Ltd. and Breeden Partners (Cayman) Ltd. (the ?Funds?), any economic benefit with respect to this grant will be apportioned among the Funds. |
(2) | Restricted stock units granted under the Plan that vested on November 18, 2009. The holder will be entitled to receive one share of common stock for each unit, unless the Board of Directors determines that payment shall be made in cash. The holder has elected to defer delivery of any shares that would be due by virtue of vesting until the date that is six months following his separation from service on the Company's Board. Pursuant to the Funds' governing documents (as defined above), any economic benefit with respect to the grant will be apportioned among the Funds. |
(3) | Deferred stock units granted under the Plan. Under the terms of the Plan, Mr. Cotter elected to receive the deferred stock units in lieu of a portion of the quarterly cash retainer payment of $10,000 for service as a member of the Company's Board of Directors. Mr. Cotter was granted 5,000 deferred stock units based on the 2/27/2009 closing price of $1.25. The deferred stock units vest immediately upon grant. The holder is entitled to receive one share of common stock for each unit, unless the Board of Directors determines that payment shall be made in cash. The holder has elected to defer delivery of any shares that would be due until the date that is six months following his separation from service on the Company's Board. Pursuant to the Funds' governing documents, any economic benefit with respect to the grant will be apportioned among the Funds. |
(4) | Granted under the Plan and vests in four annual installments beginning January 17, 2009. Pursuant to the Funds' governing documents, any economic benefit with respect to these stock options will be apportioned among the Funds. |