Perini Corp - Statement of Changes in Beneficial Ownership (4)
September 10 2008 - 4:44PM
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
*
TUTOR RONALD N
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2. Issuer Name
and
Ticker or Trading Symbol
PERINI CORP
[
PCR
]
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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 & CEO
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(Last)
(First)
(Middle)
C/O PERINI CORP, 73 MT. WAYTE AVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/8/2008
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(Street)
FRAMINGHAM, MA 01701
(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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150000
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D
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Common Stock
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9/8/2008
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A
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20572900
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A
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(1)
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20572900
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I
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By Ronald N. Tutor Separate Property Trust
(2)
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Common Stock
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9/8/2008
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A
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1533255
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A
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(3)
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1533255
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I
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By Ronald N. Tutor Quick GRAT
(4)
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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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Explanation of Responses:
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(
1)
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Received in exchange for 805,510 shares of common stock of Tutor-Saliba Corporation held by the Ronald N. Tutor Separate
Property Trust pursuant to that certain Agreement and Plan of Merger, dated April 2, 2008, as amended on May 28, 2008, by
and among Perini Corporation, a Massachusetts corporation ("Perini"), Trifecta Acquisition LLC, a California limited
liability company and wholly owned subsidiary of Perini, Tutor-Saliba Corporation, a California Corporation
("Tutor-Saliba"), Ronald N. Tutor and the shareholders of Tutor-Saliba, in connection with the closing of the merger
contemplated thereby on September 8, 2008. On the effective date of the merger, the price of Perini common stock was $25.52
per share.
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(
2)
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Pursuant to the Agreement and Plan of Merger, dated April 2, 2008, as amended on May 28, 2008, by and among Perini
Corporation ("Perini"), Tutor-Saliba Corporation ("Tutor-Saliba") and certain other parties, in connection with the closing
of the merger contemplated thereby on September 8, 2008, two trusts controlled by Ronald N. Tutor obtained 22,106,155 shares
of Perini common stock. 20,572,900 shares are held in the Ronald N. Tutor Separate Property Trust. Ronald N. Tutor is
trustee of the trust. The shares are subject to the terms and conditions of that certain Shareholders Agreement dated April
2, 2008.
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(
3)
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Received in exchange for 60,033 shares of common stock of Tutor-Saliba Corporation held by the Ronald N. Tutor 2006 QuickGRAT
pursuant to that certain Agreement and Plan of Merger, dated April 2, 2008, as amended on May 28, 2008, by and among Perini
Corporation, a Massachusetts corporation ("Perini"), Trifecta Acquisition LLC, a California limited liability company and
wholly owned subsidiary of Perini, Tutor-Saliba Corporation, a California Corporation ("Tutor-Saliba"), Ronald N. Tutor and
the shareholders of Tutor-Saliba, in connection with the closing of the merger contemplated thereby on September 8, 2008.
On the effective date of the merger, the price of Perini common stock was $25.52 per share.
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(
4)
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Pursuant to the Agreement and Plan of Merger, dated April 2, 2008, as amended on May 28, 2008, by and among Perini
Corporation ("Perini"), Tutor-Saliba Corporation ("Tutor-Saliba") and certain other parties, in connection with the closing
of the merger contemplated thereby on September 8, 2008, two trusts controlled by Ronald N. Tutor obtained 22,106,155 shares
of Perini common stock. 1,533,255 shares are held in the Ronald N. Tutor 2006 QuickGRAT. Ronald N. Tutor is trustee of the
trust. The shares are subject to the terms and conditions of that certain Shareholders Agreement dated April 2, 2008.
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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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TUTOR RONALD N
C/O PERINI CORP
73 MT. WAYTE AVE
FRAMINGHAM, MA 01701
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X
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X
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Chairman & CEO
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Signatures
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/s/Susan C. Mellace, Attorney in fact
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9/10/2008
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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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