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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 | ||||||||
| Incentive Stock Option (Right to Buy) | $ 10.25 | 09/11/2012 | M | 12,500 | 10/01/2001(3) | 10/01/2012 | Common Stock | 12,500 | $ 0 | 37,500 | D | ||||
| Non Qualified Stock Option (Right to Buy) | $ 13.4 | 10/01/2004(3) | 05/13/2013 | Common Stock | 37,313 | 37,313 | D | ||||||||
| Non Qualified Stock Option (Right to Buy) | $ 22.73 | 01/05/2009(4) | 01/05/2016 | Common Stock | 3,850 | 3,850 | D | ||||||||
| Non Qualified Stock Option (Right to Buy) | $ 30.17 | 01/05/2010(4) | 01/05/2017 | Common Stock | 2,900 | 2,900 | D | ||||||||
| Non Qualified Stock Option (Right to Buy) | $ 22.9 | 01/05/2011(4) | 01/05/2018 | Common Stock | 3,970 | 3,970 | D | ||||||||
| Restricted Share Units | (5) | (6) | (6) | Common Stock | 0 | 0 | D | ||||||||
| Stock Settled Stock Appreciation Rights | $ 25.63 | 12/15/2007(7) | 06/15/2017 | Common Stock | 16,508 | 16,508 | D | ||||||||
| Stock Settled Stock Appreciation Rights | $ 20.63 | 12/15/2008(8) | 06/13/2018 | Common Stock | 43,178 | 43,178 | D | ||||||||
| Stock Settled Stock Appreciation Rights | $ 21.49 | 09/24/2009(9) | 09/24/2018 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BENOIST PETER 150 N. MERAMEC ST. LOUIS, MO 63105 |
X | President & CEO | ||
| /s/ Peter Benoist | 09/12/2012 | |
| **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 reporting person holds units in the stock fund and the number of shares reported as indirectly held in the 401 (k) plan in this row is an estimate of the number of shares of the issuer's Common Stock held in the unitized stock fund and allocated to the reporting person's account. |
| (2) | These shares are held jointly with spouse. |
| (3) | Effective 10/01/2004 the Board fully vested the oustanding employee and Director stock options. |
| (4) | Options vest 33% per year for three years |
| (5) | The RSUs were granted pursuant to the Company's 2002 Stock Incentive Plan. Each RSU represents the right to receive one share of Common Stock, subject to adjustment as provided in the Grant Agreement. |
| (6) | The RSUs vest at a rate of 20% annually over five years, subject to continued employment of the reporting person. Vesting occurs on December 15 of each year, commencing in the calendar year of the grant. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Common Stock. |
| (7) | Each SSAR consists of the right to receive an amount, in common stock, equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR. The SSARs vest at a rate of 20% annually over five years, subject to continued employement of the reporting person. Vesting occurs on December 15 of each year, commencing December 15, 2007. |
| (8) | Each SSAR consists of the right to receive an amount, in common stock, equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR. The SSARs vest at a rate of 20% annually over five years, subject to continued employment of the reporting person. Vesting occurs on December 15 of each year, commencing December 15, 2008. |
| (9) | Each SSAR consists of the right to receive an amount, in common stock, equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR. The SSARs vest at a rate of 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on September 24 of each year, commencing September 24, 2009. |