4//SEC Filing
GOLD STANLEY P 4
Accession 0001181431-10-003316
CIK 0000097472other
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 8:15 PM ET
Size
17.4 KB
Accession
0001181431-10-003316
Insider Transaction Report
Form 4
Transactions
- Award
Common Stock
2010-01-13+1,000→ 2,826,556 total(indirect: See Footnotes)
Transactions
- Award
Common Stock
2010-01-13+1,000→ 2,826,556 total(indirect: See Footnotes)
Shamrock Activist Value Fund L P
10% Owner
Transactions
- Award
Common Stock
2010-01-13+1,000→ 2,826,556 total(indirect: See Footnotes)
Transactions
- Award
Common Stock
2010-01-13+1,000→ 2,826,556 total(indirect: See Footnotes)
GOLD STANLEY P
10% Owner
Transactions
- Award
Common Stock
2010-01-13+1,000→ 2,826,556 total(indirect: See Footnotes)
JOHNSON DENNIS A
Director
Transactions
- Award
Common Stock
2010-01-13+1,000→ 2,826,556 total(indirect: See Footnotes)
Footnotes (7)
- [F1]These shares of restricted common stock (the "Restricted Stock") were granted to Dennis A. Johnson, CFA, a non-employee director of the Issuer, pursuant to a Non-Employee Directors Restricted Stock Agreement, dated January 13, 2010, between the Company and Mr. Johnson. One-third of the shares will vest at each of the next three annual stockholders meetings, so long as Mr. Johnson remains a director of Texas Industries, Inc. (the "Company") on such date. In addition, all unvested shares shall vest on the date of Mr. Johnson's death or disability (as determined by the Compensation Committee of the Company's Board of Directors), or on the date of any annual stockholders' meeting at which Mr. Johnson is not re-elected as a director.(Continued in Footnote 2).
- [F2]If Mr. Johnson's service as a director is terminated, any shares which do not otherwise vest shall be forfeited. In addition, all unvested shares of restricted stock shall immediately vest upon a "Change of Control" (as defined in the Non-Employee Directors Restricted Stock Agreement).
- [F3]Mr. Johnson is (i) a Managing Director of Shamrock Capital Advisors, Inc.; (ii) a Vice President of Shamrock Partners Activist Value Fund, L.L.C. ("Shamrock Partners"), which is the managing member of Shamrock Activist Value Fund GP, L.L.C. (the "General Partner"), which in turn is the general partner of Shamrock Activist Value Fund, L.P. ("SAVF") and Shamrock Activist Value Fund IV, L.P. ("SAVF IV" and collectively with SAVF, the "Fund"); and (iii) the senior portfolio manager of SAVF and SAVF IV, and as such has primary responsibility for the portfolio investment decisions relating to SAVF and SAVF IV. Mr. Johnson disclaims beneficial ownership of the shares held by each of SAVF and SAVF IV, except to the extent of their pecuniary interests therein, if any, and this report shall not be deemed an admission that Mr. Johnson is a beneficial owner of any such shares for purposes of Section 16 or for any other purpose.
- [F4]Mr. Gold and Shamrock Holdings of California, Inc. ("SHOC") are each a Managing Member of Shamrock Partners. SHOC is also a Special Limited Partner of SAVF. Shamrock Holdings, Inc. ("SHI") is the sole stockholder of SHOC. Mr. Gold is the sole trustee of two trusts, each of which holds 50% of the outstanding SHI common stock. Accordingly, Mr. Gold may be deemed a controlling stockholder of SHI. Mr. Gold is a Director and President of both SHI and SHOC. Mr. Gold disclaims beneficial ownership of the shares held by each of SAVF and SAVF IV, except to the extent of their pecuniary interests therein, if any, and this report shall not be deemed an admission that Mr. Gold is a beneficial owner of any such shares for purposes of Section 16 or for any other purpose.
- [F5]Each of the Fund, Shamrock Partners, the General Partner, Mr. Gold, SHOC and SHI may be deemed for purposes of Section 16 of the Exchange Act to be indirect beneficial owners of the Restricted Stock granted to Mr. Johnson, by virtue of his positions or relationships with such persons or entities. However, each of the Fund, Shamrock Partners, the General Partner, Mr. Gold, SHOC and SHI disclaims beneficial ownership of such Restricted Stock except to the extent of their respective pecuniary interests therein, if any, and this report shall not be deemed an admission that any such person is a beneficial owner of such Restricted Stock for purposes of Section 16 or for any other purpose.
- [F6]SAVF is the owner of 2,038,575 shares of common stock of the Company, $1.00 par value per share (the "Common Shares"). SAVF IV is the owner of 787,981 Common Shares. Each of SAVF and SAVF IV disclaims beneficial ownership of any Common Shares owned by the other and this report shall not be deemed an admission that either beneficially owns the shares held by the other for Section 16 or any other purpose.
- [F7]As the general partner of the Fund, the General Partner may be deemed to beneficially own the shares held by the Fund. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the shares held by the Fund. Each of the General Partner and Shamrock Partners disclaims beneficial ownership of the shares held by the Fund, except to the extent of their pecuniary interests therein, if any, and this report shall not be deemed an admission that the General Partner or Shamrock Partners beneficially owns the shares held by the Fund for Section 16 or for any other purpose.
Documents
Issuer
TEXAS INDUSTRIES INC
CIK 0000097472
Entity typeother
Related Parties
1- filerCIK 0001234218
Filing Metadata
- Form type
- 4
- Filed
- Jan 14, 7:00 PM ET
- Accepted
- Jan 15, 8:15 PM ET
- Size
- 17.4 KB