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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to purchase common stock/restricted stock units | (2) | (3) | (4) | Common Stock | 1,112,500 | 1,112,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DAVIS JOE R CONSOLIDATED GRAPHICS 5858 WESTHEIMER SUITE 200 HOUSTON, TX 77057 |
X | X | Chief Executive Officer |
Joe R. Davis | 09/01/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Block trade for net proceeds of $45,915,000, equal to $61.22 per share. |
(2) | As previously reported, 1,100,000 options to purchase common stock as follows: 250,000 @ $53.25; 300,000 @ $11.4375; 50,000 @ $19.10; 50,000 @ $14.75; 50,000 @ $23.00; 50,000 @ $41.51; 50,000 @ $50.84 and 300,000 @ $50.90 plus 12,500 restricted stock units exercisable at $0. |
(3) | Each of the stock option grants have been vested; however, certain restrictions on the sale of the underlying shares of any options exercised is imposed on 600,000 options. These restrictions are scheduled to lift on 120,000 options each of March 31, 2007, 2008, 2009, 2010 and 2011, although these restrictions are subject to being accelerated or deferred based on certain events of termination of Mr. Davis' employment agreement and/or a change in control event. The restricted stock units vest in increments of 2,500 units on each of April 1, 2007, 2008, 2009, and 2010 with the final 2,500 units vesting on March 31, 2011 or upon the earlier occurrence of certain events of termination of Mr. Davis' employement agreement and/or a change in control event. |
(4) | The stock options expire variously through February 2016. The restricted stock units expire in April 2016. Exceptions to the stated expiration date are certain events of termination of Mr. Davis' employment agreement and/or a change in control event. |