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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCHULTZ HOWARD D 2401 UTAH AVENUE SOUTH, SUITE 800 SEATTLE, WA 98134 |
X | chairman, president and ceo |
/s/ Alejandro C. Torres, attorney-in-fact for Howard Schultz | 11/10/2011 | |
**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) | On March 18, 2011, a grantor retained annuity trust ("GRAT") that was previously established by the reporting person's spouse made an annuity payment of 945,300 shares to a joint account of the reporting person and his spouse. This annuity payment is being reported as a gift. The reporting person is the sole trustee of such GRAT and the shares owned by the GRAT have previously been shown as indirectly owned by the reporting person. In addition to the 945,300 shares described above that are being reported as a gift, the total number of shares shown as directly owned also includes 945,300 shares that were transferred to the joint account on March 18, 2011, as an annuity payment from a separate GRAT previously established by the reporting person for which he is the sole trustee. The shares owned by such GRAT were previously shown as indirectly owned and the annuity payment from such GRAT is a change in the form of beneficial ownership that is exempt from Section 16 pursuant to Rule 16a-13. |
(2) | Restricted Stock Units ("RSUs") earned on the achievement of performance goals under performance-based restricted stock units granted on November 15, 2010. The RSUs will vest as follows: 144,713 RSUs vest on November 15, 2012 and 144,713 RSUs vest on November 15, 2013. |
(3) | On March 25, 2011, the reporting person transferred 295,000 shares from a joint account of the reporting person and his spouse into a family owned LLC. The shares owned by the LLC were previously shown as directly owned by the reporting person and the transfer is a change in the form of beneficial ownership that is exempt from Section 16 pursuant to Rule 16a-13. |