Statement of Changes in Beneficial Ownership (4)
08 October 2013 - 10:44AM
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
*
Reznik Maurice S
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2. Issuer Name
and
Ticker or Trading Symbol
Maidenform Brands, Inc.
[
MFB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O MAIDENFORM BRANDS, INC., 485 F U.S. HIGHWAY 1 SOUTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/7/2013
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(Street)
ISELIN, NJ 08830
(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 Shares
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10/7/2013
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D
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351672
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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 Appreciation Right
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$19.11
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10/7/2013
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D
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34341
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(2)
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5/24/2014
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Common Stock, par value $0.01 per share
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34341
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(2)
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0
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D
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Stock Appreciation Right
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$14.96
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10/7/2013
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D
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67425
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(2)
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8/18/2015
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Common Stock, par value $0.01 per share
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67425
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(2)
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0
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D
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Stock Appreciation Right
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$16.33
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10/7/2013
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D
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33901
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(2)
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2/23/2017
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Common Stock, par value $0.01 per share
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33901
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(2)
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0
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D
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Stock Appreciation Right
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$25.06
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10/7/2013
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D
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23438
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(2)
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2/23/2018
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Common Stock, par value $0.01 per share
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23438
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(2)
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0
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D
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Stock Appreciation Right
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$21.20
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10/7/2013
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D
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31466
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(2)
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3/2/2019
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Common Stock, par value $0.01 per share
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31466
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(2)
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0
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D
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Performance Shares
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(3)
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10/7/2013
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D
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5191
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(3)
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2/23/2014
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Common Stock, par value $0.01 per share
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5191
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(3)
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0
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D
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Performance Shares
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(4)
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10/7/2013
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A
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5191
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(4)
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2/23/2014
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Common Stock, par value $0.01 per share
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5191
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(4)
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5191
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D
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Performance Shares
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(4)
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10/7/2013
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D
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5191
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(4)
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2/23/2014
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Common Stock, par value $0.01 per share
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5191
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(4)
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0
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D
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Performance Shares
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(3)
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10/7/2013
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D
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6872
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(3)
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3/2/2015
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Common Stock, par value $0.01 per share
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6872
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(3)
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0
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D
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Performance Shares
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(4)
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10/7/2013
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A
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6872
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(4)
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3/2/2015
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Common Stock, par value $0.01 per share
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6872
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(4)
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6872
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D
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Performance Shares
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(4)
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10/7/2013
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D
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6872
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(4)
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3/2/2015
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Common Stock, par value $0.01 per share
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6872
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(4)
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0
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D
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Performance Shares
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(3)
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10/7/2013
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D
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11293
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(3)
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2/27/2016
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Common Stock, par value $0.01 per share
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11293
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(3)
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0
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D
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Performance Shares
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(4)
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10/7/2013
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A
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11293
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(4)
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2/27/2016
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Common Stock, par value $0.01 per share
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11293
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(4)
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11293
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D
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Performance Shares
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(4)
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10/7/2013
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D
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11293
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(4)
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2/27/2016
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Common Stock, par value $0.01 per share
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11293
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(4)
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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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Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 23, 2013 (the "Merger Agreement"), by and among Maidenform Brands, Inc. (the "Issuer"), Hanesbrands Inc. ("Hanesbrands") and General Merger Sub Inc., an indirect wholly-owned subsidiary of Hanesbrands, these shares of the Issuer's common stock owned were converted into the right to receive the merger consideration of $23.50 per share in cash, without interest and less any applicable withholding taxes.
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(
2)
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These stock-settled stock appreciation rights, which provided for vesting in four equal installments beginning on the first anniversary of the date of the grant, were canceled pursuant to the Merger Agreement in exchange for a cash payment representing the excess, if any, of the exercise price of the stock appreciation right over the merger consideration of $23.50 per share in cash, without interest and less any applicable withholding taxes.
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(
3)
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These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified total shareholder return for the Issuer's common stock, were deemed earned at the target level and canceled pursuant to the Merger Agreement in exchange for the merger consideration of $23.50 per share in cash, without interest and less any applicable withholding taxes.
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(
4)
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These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified operating income goal for the Issuer, were deemed earned at the target level and canceled pursuant to the Merger Agreement in exchange for the merger consideration of $23.50 per share in cash, without interest and less any applicable withholding taxes.
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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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Reznik Maurice S
C/O MAIDENFORM BRANDS, INC.
485 F U.S. HIGHWAY 1 SOUTH
ISELIN, NJ 08830
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X
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Chief Executive Officer
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Signatures
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/s/ Nanci Prado, as Attorney-in-Fact for Maurice S. Reznik
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10/7/2013
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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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