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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 | ||||||||
Employee Stock Option (right to buy) | $ 3.56 | 02/16/2012 | A | 200,000 | (1) | 02/16/2022 | Common Stock | 200,000 | $ 0 | 200,000 | D | ||||
Performance Shares | (2) | 02/16/2012 | A | 100,000 | (2) | 02/16/2022 | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
Performance Units | (2) | 02/16/2012 | A | 100,000 | (2) | 02/16/2022 | Common Stock | 100,000 | $ 0 | 100,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MASON KATHLEEN 6250 LBJ FREEWAY DALLAS, TX 75240 |
X | President and CEO |
By: Brian Monahan For: Kathleen Mason | 02/17/2012 | |
**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) | The stock option was granted pursuant to the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the "2008 Plan") and vests ratably on a daily basis over a three year period beginning on the date of grant. |
(2) | The performance shares and performance units were granted pursuant to the 2008 Plan. Each performance share represents a contingent right to receive one share of the Tuesday Morning Corporation's common stock (the "Common Stock") and each performance unit represents a contingent right to receive $8.00 in cash. The performance shares and performance units vest in one-third tranches if the closing price of the Common Stock is equal to or greater than $8.00 per share for 40 or more consecutive trading days during an applicable performance period. Any unvested performance shares and performance units at the end of a performance period are rolled over and become eligible to vest in subsequent performance periods. Any performance shares and performance units that are unvested as of the close of business on October 31, 2015 will lapse and be forfeited as of such time. |