Statement of Changes in Beneficial Ownership (4)
February 04 2013 - 6:09PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
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
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1. Name and Address of Reporting Person
*
HERBST ARTHUR L JR
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2. Issuer Name
and
Ticker or Trading Symbol
YOUNG INNOVATIONS INC
[
YDNT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President
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(Last)
(First)
(Middle)
13705 SHORELINE COURT EAST
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2013
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(Street)
EARTH CITY, MO 63045
(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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1/31/2013
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D
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77394
(1)
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D
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(2)
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0
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D
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Common Stock
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1/31/2013
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D
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2961
(3)
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D
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(4)
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0
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I
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By spouse
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Common Stock
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1/31/2013
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D
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7132
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D
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(4)
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0
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I
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By daughters
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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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Stock OPtion
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$35.38
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1/31/2013
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D
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112500
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(5)
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3/1/2015
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Common Stock
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112500
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(6)
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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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Includes 42,406 shares of restricted stock which, pursuant to its terms, accelerated and became fully vested as of the closing of the merger.
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(
2)
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Pursuant to the Agreement and Plan of Merger dated as of December 3, 2012, by and among Young Innovations, Inc., Young Innovations Holdings LLC, and YI Acquisition Corp. (the "Merger Agreement"), each unvested share of restricted stock was converted into the right to receive an amount in cash equal to $39.50 per share of common stock, without interest and less applicable withholding taxes.
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(
3)
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This balance includes a disposal of 1,000 shares gifted on December 7, 2012.
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(
4)
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Pursuant to the Merger Agreement, each share of stock was exchanged for $39.50 in cash.
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(
5)
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This stock option is fully vested
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(
6)
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Pursuant to the Merger Agreement, each stock option was cancelled and converted into the right to receive an amount in cash equal to, without interest and less applicable withholding taxes, the product of (i) the excess of $39.50 over the per share exercise price of the applicable stock option and (ii) the aggregate number of shares of common stock that may be acquired upon exercise of such stock option immediately prior to the effective time of the merger.
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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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HERBST ARTHUR L JR
13705 SHORELINE COURT EAST
EARTH CITY, MO 63045
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President
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Signatures
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Erin Manning, attorney in fact for Arthur L. Herbst
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2/4/2013
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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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