4//SEC Filing
BANDAG INC 4
Accession 0000897069-07-001327
CIK 0000009534operating
Filed
Jun 3, 8:00 PM ET
Accepted
Jun 4, 7:02 PM ET
Size
46.4 KB
Accession
0000897069-07-001327
Insider Transaction Report
Form 4
BANDAG INCBDG/BDGA
CARVER MARTIN G
DirectorChairman, CEO and President10% Owner
Transactions
- Disposition to Issuer
Common Stock, $1.00 Par Value
2007-05-31−330,060→ 0 total - Disposition to Issuer
Common Stock, $1.00 Par Value
2007-05-31−6,991.5→ 0 total(indirect: By LLC) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2007-05-31−50,400→ 0 totalExercise: $24.35Exp: 2011-03-13→ Class A Common Stock (50,400 underlying) - Disposition to Issuer
Class A Common Stock, $1.00 Par Value
2007-05-31−19,239→ 0 total - Disposition to Issuer
Class A Common Stock, $1.00 Par Value
2007-05-31−1,200→ 0 total(indirect: By Spouse) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2007-05-31−14,800→ 0 totalExercise: $35.85Exp: 2016-02-21→ Class A Common Stock (14,800 underlying) - Disposition to Issuer
Class A Common Stock, $1.00 Par Value
2007-05-31−8,944→ 0 total(indirect: By LLC) - Disposition to Issuer
Class A Common Stock, $1.00 Par Value
2007-05-31−1,109,390.7→ 0 total(indirect: By Carver Partners LP) - Disposition to Issuer
Common Stock, $1.00 Par Value
2007-05-31−867,234→ 0 total(indirect: By Carver Partners LP) - Disposition to Issuer
Class A Common Stock, $1.00 Par Value
2007-05-31−11,176→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock, $1.00 Par Value
2007-05-31−43,254→ 0 total(indirect: By Spouse) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2007-05-31−47,900→ 0 totalExercise: $21.09Exp: 2010-03-07→ Class A Common Stock (47,900 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2007-05-31−22,300→ 0 totalExercise: $44.41Exp: 2014-02-24→ Class A Common Stock (22,300 underlying) - Disposition to Issuer
Class A Common Stock, $1.00 Par Value
2007-05-31−496,743→ 0 total(indirect: By GRAT) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2007-05-31−41,100→ 0 totalExercise: $32.53Exp: 2012-03-12→ Class A Common Stock (41,100 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2007-05-31−24,100→ 0 totalExercise: $33.88Exp: 2009-02-08→ Class A Common Stock (24,100 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2007-05-31−58,400→ 0 totalExercise: $27.68Exp: 2013-02-25→ Class A Common Stock (58,400 underlying) - Disposition to Issuer
Common Stock, $1.00 Par Value
2007-05-31−9,825→ 0 total(indirect: By Spouse) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2007-05-31−19,220→ 0 totalExercise: $40.96Exp: 2015-02-18→ Class A Common Stock (19,220 underlying) - Disposition to Issuer
Stock Fund Unit
2007-05-31−396.102→ 0 total(indirect: By Profit Sharing Plan)→ Common Stock (396.102 underlying) - Disposition to Issuer
Stock Fund Unit
2007-05-31−447.348→ 0 total(indirect: By Profit Sharing Plan)→ Class A Common Stock (447.348 underlying)
Footnotes (15)
- [F1]Shares of Common Stock and Class A Common Stock were converted into the right to receive $50.75 per share pursuant to an Agreement and Plan of Merger, dated December 5, 2006, by and among Bandag, Incorporated, Grip Acquisition Corporation and Bridgestone Americas Holding, Inc.
- [F10]Options became fully vested as of February 25, 2007.
- [F11]Prior to consummation of the merger, the options had a vesting schedule of 25% on each of February 24, 2005, 2006, 2007 and 2008.
- [F12]Prior to consummation of the merger, the options had a vesting schedule of 25% on each of February 18, 2006, 2007, 2008 and 2009.
- [F13]Prior to consummation of the merger, the options had a vesting schedule of 25% on each of February 21, 2007, 2008, 2009 and 2010.
- [F14]The number of underlying securities, for which the merger consideration was paid, was based on the number of stock fund units, the value of these units and the Company's Common and Class A Common Stock market values as of May 31, 2007.
- [F15]Represents stock fund units under the Bandag Salaried Profit Sharing, Retirement and Savings Plan, including 4 shares of Common Stock and 4 shares of Class A Common Stock acquired since December 31, 2006.
- [F2]Pursuant to Rule 16a-1(a)(2), Carver Management Company LLC ("Carver LLC") disclaims beneficial ownership of all of the securities held by Carver Partners LP ("Carver LP") other than 13,983 shares of the Common Stock (in which Martin G. Carver has a 50% interest) and 17,888 shares of the Class A Common Stock (in which Martin G. Carver has a 50% interest).
- [F3]Pursuant to Rule 16a-1(a)(2), Martin G. Carver disclaims beneficial ownership of all of the securities held by Carver LP other than those he holds indirectly through Carver LLC, which has a general partnership interest in Carver LP, and 867,234 shares of the Common Stock and 1,109,390.7 shares of the Class A Common Stock.
- [F4]Martin G. Carver disclaims beneficial ownership of 43,254 shares of the Common Stock and 11,176 shares of the Class A Common Stock held by his spouse; and 9,825 shares of the Common Stock and 1,200 shares of the Class A Common Stock held by his spouse for his minor children.
- [F5]Options became fully vested as of February 8, 2004.
- [F6]The options were cancelled in the merger and the reporting person became entitled to receive an amount in cash equal to the product of (a) the excess, if any, of (i) the merger consideration over (ii) the exercise price per share of such stock options, multiplied by (b) the number of shares subject to such stock options.
- [F7]Options became fully vested as of March 7, 2005.
- [F8]Options became fully vested as of March 13, 2006.
- [F9]Options became fully vested as of March 12, 2006.
Documents
Issuer
BANDAG INC
CIK 0000009534
Entity typeoperating
IncorporatedIA
Related Parties
1- filerCIK 0000009534
Filing Metadata
- Form type
- 4
- Filed
- Jun 3, 8:00 PM ET
- Accepted
- Jun 4, 7:02 PM ET
- Size
- 46.4 KB