Fbr Capital Markets Corp - Statement of Changes in Beneficial Ownership (4)
August 21 2008 - 4:33PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HENDRIX RICHARD J
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2. Issuer Name
and
Ticker or Trading Symbol
FBR CAPITAL MARKETS CORP
[
FBCM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & COO
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(Last)
(First)
(Middle)
1001 NINETEENTH ST NORTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/20/2008
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(Street)
ARLINGTON, VA 22209
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/20/2008
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D
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600000
(1)
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D
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$0
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38431
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D
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Common Stock
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8/20/2008
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A
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160000
(1)
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A
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$0
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198431
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D
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Common Stock
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8/20/2008
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A
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160000
(2)
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A
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$0
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358431
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Options (right to buy)
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$5.61
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8/20/2008
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A
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320000
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8/20/2011
(3)
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8/19/2015
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Common Stock
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320000
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$0
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320000
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D
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Explanation of Responses:
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(
1)
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The two reported transactions involved an amendment to an outstanding award of restricted stock units ("RSUs") to remove
certain performance-based restrictions. This amendment resulted in the deemed cancellation of an aggregate of 600,000
"old" RSUs and the deemed regrant of an aggregate of 160,000 "new" RSUs. As a result of this amendment, the "new" RSUs
will vest in equal one-third increments beginning on the third, fourth and fifth anniversaries of the original February 20,
2008 grant date, subject to continued employment.
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(
2)
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Represents performance-based RSUs awarded to the reporting person in accordance with the 2006 FBR Capital Markets Long-Term
Incentive Plan. These performance based RSUs are subject to forfeiture restrictions if a certain price target for the
Issuer's common stock is not achieved before the third anniversary of the grant. If not forfeited, the shares will vest in
three equal installments on each of the third, fourth and fifth anniversaries of the grant, subject to continued employment.
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(
3)
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These options will become exercisable in equal one-third increments in August 2011, August 2012 and August 2013, subject
to continued employment.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HENDRIX RICHARD J
1001 NINETEENTH ST NORTH
ARLINGTON, VA 22209
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X
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President & COO
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Signatures
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Ann Marie Pulsch, Attorney-in-Fact
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8/21/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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