Statement of Changes in Beneficial Ownership (4)
01 February 2014 - 9:38AM
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
*
BIRO JON C
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2. Issuer Name
and
Ticker or Trading Symbol
CONSOLIDATED GRAPHICS INC /TX/
[
CGX
]
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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)
ExecVP,Chf Fin&Acct Ofcr & Sec
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(Last)
(First)
(Middle)
C/O CONSOLIDATED GRAPHICS, INC., 5858 WESTHEIMER, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2014
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(Street)
HOUSTON, TX 77057
(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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1/31/2014
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D
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37000
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D
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(1)
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0
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D
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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 Options
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$28.85
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1/31/2014
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D
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80000
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(2)
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9/19/2022
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Common Stock
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80000
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$37.80
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0
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D
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Stock Options
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$50.14
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1/31/2014
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D
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15000
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(3)
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11/4/2021
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Common Stock
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15000
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$16.51
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0
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D
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Stock Options
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$40.99
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1/31/2014
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D
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30000
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(4)
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1/14/2018
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Common Stock
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30000
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$25.66
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0
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D
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Stock Options
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$42.34
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1/31/2014
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D
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8000
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(5)
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9/14/2020
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Common Stock
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8000
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$24.31
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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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Disposed of pursuant to the Agreement and Plan of Merger by and among issuer, R.R. Donnelley & Sons Company and Hunter Merger Sub, Inc. dated as of October 23, 2013, in exchange for 61,087 shares of R.R. Donnelley & Sons common stock and $1,274,280 in cash consideration at the Effective Time of the merger.
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(
2)
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The stock option, which provided for vesting after five years, was cancelled in the merger in exchange for a cash payment of $3,023,684.56, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of shares of Consolidated Graphics common stock into which this option was exercisable immediately prior to the Effective Time.
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(
3)
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The stock option, which provided for vesting after five years, was cancelled in the merger in exchange for a cash payment of $247,590.86, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of shares of Consolidated Graphics common stock into which this option was exercisable immediately prior to the Effective Time.
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(
4)
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The stock option, which provided for vesting after five years, was cancelled in the merger in exchange for a cash payment of $769,681.71, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of shares of Consolidated Graphics common stock into which this option was exercisable immediately prior to the Effective Time.
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(
5)
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The stock option, which provided for vesting after five years, was cancelled in the merger in exchange for a cash payment of $194,448.46, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of shares of Consolidated Graphics common stock into which this option was exercisable immediately prior to the Effective Time.
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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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BIRO JON C
C/O CONSOLIDATED GRAPHICS, INC.
5858 WESTHEIMER, SUITE 200
HOUSTON, TX 77057
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ExecVP,Chf Fin&Acct Ofcr & Sec
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Signatures
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/s/ Jon C. Biro
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1/31/2014
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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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