Statement of Changes in Beneficial Ownership (4)
April 24 2020 - 06:33PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * JAFFEE
DANIEL S |
2. Issuer Name and Ticker or Trading
Symbol Oil-Dri Corp of America [ ODC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chairman, President and CEO |
(Last)
(First)
(Middle)
410 N. MICHIGAN AVE., SUITE 400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
4/22/2020
|
(Street)
CHICAGO, IL 60611-4213
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
4/22/2020 |
|
C(1) |
|
6139 |
A |
$0 |
6139 |
D |
|
Common Stock |
4/22/2020 |
|
S(2) |
|
6139 |
D |
$35.05 (3) |
0 |
D |
|
Common Stock |
4/23/2020 |
|
C(1) |
|
300 |
A |
$0 |
300 |
D |
|
Common Stock |
4/23/2020 |
|
S(2) |
|
300 |
D |
$35.06 (4) |
0 |
D |
|
Common Stock |
4/24/2020 |
|
C(1) |
|
918 |
A |
$0 |
918 |
D |
|
Common Stock |
4/24/2020 |
|
S(2) |
|
918 |
D |
$35.09 (5) |
0 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Stock |
$0.0 (6) |
4/22/2020 |
|
C |
|
|
6139 |
(6) |
(6) |
Common Stock |
6139.0 |
$0 |
497170 (7) |
D |
|
Class B Stock |
$0.0 (6) |
4/23/2020 |
|
C |
|
|
300 |
(6) |
(6) |
Common Stock |
300.0 |
$0 |
496870 |
D |
|
Class B Stock |
$0.0 (6) |
4/24/2020 |
|
C |
|
|
918 |
(6) |
(6) |
Common Stock |
918.0 |
$0 |
495952 |
D |
|
Explanation of
Responses: |
(1) |
Represents shares of Class B
Stock converted into Common Stock at a fixed share-for-share basis
pursuant to the Certificate of Incorporation of Oil-Dri Corporation
of America, as amended. |
(2) |
These shares were sold in
compliance with a Rule 10b5-1 sales plan adopted by the reporting
person on March 19, 2020. |
(3) |
This transaction was
executed in multiple trades at prices ranging from $35.00 to
$35.17. The price reported above reflects the weighted average sale
price rounded to the nearest cent. The reporting person hereby
undertakes to provide upon request to the SEC staff, the issuer or
a security holder of the issuer full information regarding the
number of shares and prices at which the transaction was
effected. |
(4) |
This transaction was
executed in multiple trades at prices ranging from $35.02 to
$35.15. The price reported above reflects the weighted average sale
price rounded to the nearest cent. The reporting person hereby
undertakes to provide upon request to the SEC staff, the issuer or
a security holder of the issuer full information regarding the
number of shares and prices at which the transaction was
effected. |
(5) |
This transaction was
executed in multiple trades at prices ranging from $35.01 to
$35.20. The price reported above reflects the weighted average sale
price rounded to the nearest cent. The reporting person hereby
undertakes to provide upon request to the SEC staff, the issuer or
a security holder of the issuer full information regarding the
number of shares and prices at which the transaction was
effected. |
(6) |
Class B Stock may be
converted pursuant to the terms of the Certificate of Incorporation
of Oil-Dri Corporation of America, as amended. |
(7) |
Includes Class B Stock
previously reported as indirectly beneficially owned by the
reporting person through the Richard M. Jaffee 1990 Irrevocable
Trust f/b/o Daniel Jaffee U/A/D 8/27/90. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
JAFFEE DANIEL S
410 N. MICHIGAN AVE.
SUITE 400
CHICAGO, IL 60611-4213 |
X |
X |
Chairman, President and CEO |
|
Signatures
|
/s/ Laura G. Scheland by Power of
Attorney |
|
4/24/2020 |
**Signature of
Reporting Person |
Date |
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