Statement of Changes in Beneficial Ownership (4)
May 31 2016 - 4:50PM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
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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
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1. Name and Address of Reporting Person
*
CASTELLANI LAWRENCE P
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2. Issuer Name
and
Ticker or Trading Symbol
hhgregg, Inc.
[
HGG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
299 PARK AVENUE, 20TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2016
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(Street)
NEW YORK, NY 10171
(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, par value $.0001 per share
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5/26/2016
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M
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4350
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A
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$1.60
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7150
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D
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Common Stock, par value $.0001 per share
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5/28/2016
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M
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3492
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A
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$1.58
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10642
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D
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Common Stock, par value $.0001 per share
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260606
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I
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By Trust/Foundation
(1)
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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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Restricted Stock Units
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(2)
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5/26/2016
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M
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4350
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(3)
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(3)
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Common Stock
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4350.0
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$1.60
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8700
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D
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Restricted Stock Units
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(2)
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5/28/2016
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M
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3492
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5/28/2016
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5/28/2016
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Common Stock
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3492.0
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$1.58
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0
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D
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Explanation of Responses:
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(
1)
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Mr. Castellani, as (i) trustee of the Lawrence P and Joan J Castellani 2007 Irrevocable Turst owns 119,041 shares, (ii) trust of the Lawrence P. Castellani Grantor Retained Annuity Turst, which owns 80,959 shares, (iii) as trustee of the Lawrence P. Castellani Family Foundation, which owns 30,303 shares, and (iv) member of the Castellani Associates II, LLC, which owns 30,303 shares, has power to vote and dispose of all such shares.
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(
2)
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Each restricted stock unit represents a contingent right to receive one share of common stock.
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(
3)
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1/3 of the restricted stock units vested on 5/26/16, 1/3 of the restricted stock units vest on 5/26/17 and 1/3 of the restricted stock units vest on 5/26/18. Vested shares will be issued to the reported person on each respective vest date.
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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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CASTELLANI LAWRENCE P
299 PARK AVENUE
20TH FLOOR
NEW YORK, NY 10171
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X
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Signatures
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Candace Bankovich, Attorney in Fact
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5/31/2016
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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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