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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 | ||||||||
| Profit Participation Agreement (1) (2) (3) | $ 21.02 (1) (2) (3) | 12/12/2008 | J | 951 | 12/12/2008(1)(2)(3) | 12/12/2008(1)(2)(3) | Common Stock | 951 | $ 0 (1) (2) (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Caporale Michael JR 3668 SHETLAND TRAIL RICHFIELD, OH 44286 |
X | |||
| /s/ Aaron S. Berke, attorney in fact for Michael Caporale, Jr. | 06/02/2009 | |
| **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) | Report filed to reflect the disposition of a profit participation interest by Mr. Caporale. As reported on Mr. Caporale's initial Form 3 Report, Mr. Caporale and Ramius LLC ("Ramius") entered into a Profit Participation Agreement (the "Agreement"), whereby Mr. Caporale was entitled to receive profits from the sale of the last $20,000 worth of A. Schulman, Inc. (the "Company") common stock beneficially owned by Ramius or its affiliates, in the event that Mr. Caporale was elected to the Company's Board of Directors at the 2007 Annual Meeting of Stockholders. On January 16, 2008, the Company announced the election of Mr. Caporale to the Company's Board of Directors. |
| (2) | Pursuant to the Agreement, the number of participation shares (the "Participation Shares") attributable to Mr. Caporale was calculated by dividing $20,000 by the closing price of the Company's common stock on the filing date of Ramius' definitive proxy statement, December 19, 2007. Based upon the closing price of the Company's common stock on December 19, 2007, Mr. Caporale became entitled to receive any profit attributable to 951 Participation Shares. Upon disposition of the Participation Shares by Ramius or its affiliates, Mr. Caporale became entitled to receive a payment from Ramius equal to the product of: (i) 951 and (ii) the difference between (x) the sale price of the last 951 shares of the Company's common stock sold by Ramius or its affiliates and (y) $21.02. |
| (3) | On June 1, 2009, Mr. Caporale received notice that on December 12, 2008, Ramius sold all 951 Participation Shares for approximately $15.24 per share, resulting in the disposition of Mr. Caporale's Participation Shares without payment. |