WALK ROCHELLE F 4

4 · OGLEBAY NORTON CO /OHIO/ · Filed Feb 2, 2005

Insider Transaction Report

Form 4

Period: 2005-01-31

OGLEBAY NORTON CO /OHIO/OGLEQ.PK

WALK ROCHELLE F

VP, GC & Secretary

Transactions

Other
Common Stock (Canceled)
2005-01-31−1,256→ 0 total
Award
Employee Restricted Share Award (2005 MSP)
2005-01-31+15,984→ 15,984 total
Exercise: $0.00From: 2005-07-01Exp: 2015-01-31→ Common Stock (0 underlying)
Award
Employee Stock Option Award (2005 MSP)
2005-01-31+23,976→ 23,976 total
Exercise: $12.63From: 2005-01-31Exp: 2015-01-31→ Common Stock (302,816.88 underlying)
Other
Employee Stock Options (Right to Buy)
2005-01-31−2,000→ 0 total
Exercise: $26.00From: 1999-10-28Exp: 2008-10-28→ Common Stock (Canceled) (2,000 underlying)
Other
Employee Stock Options (Right to Buy)
2005-01-31−2,500→ 0 total
Exercise: $20.00From: 2000-10-27Exp: 2009-10-27→ Common Stock (Canceled) (2,500 underlying)
Other
Employee Stock Options (Right to Buy)
2005-01-31−3,500→ 0 total
Exercise: $24.88From: 2001-10-25Exp: 2010-10-25→ Common Stock (Canceled) (3,500 underlying)
Other
Employee Stock Options (Right to Buy)
2005-01-31−3,750→ 0 total
Exercise: $14.28From: 2002-10-24Exp: 2011-10-24→ Common Stock (Canceled) (3,750 underlying)
Other
Employee Stock Options (Right to Buy)
2005-01-31−5,000→ 0 total
Exercise: $8.85From: 2003-11-01Exp: 2012-11-01→ Common Stock (Canceled) (5,000 underlying)
Other
Employee Stock Options (Right to Buy)
2005-01-31−7,000→ 0 total
Exercise: $1.90From: 2004-10-31Exp: 2013-10-31→ Common Stock (Canceled) (7,000 underlying)
Other
Warrants
2005-01-31+1,256→ 1,256 total
Exercise: $10.00From: 2005-01-31Exp: 2005-03-02→ Common Stock (12,560 underlying)

Footnotes (5)

[F1]Under Issuer's Second Amended Joint Plan of Reorganization dated 07-30-2004 (as subsequently modified, the "Plan") which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on 11-17-2004 ("Confirmation Date") and became effective on 01-31-2005 ("Effective Date") Issuer's common stock par value $1.00 per share ("Old Common") that was outstanding prior to the Effective Date was canceled on the Effective Date in a transaction exempt under Rule 16b-7. (Continued below)
[F2](Continued from above) On the Effective Date holders of record of Old Common as of the close of business on the Confirmation Date received warrants (CUSIP #677007114) ("Warrants") to acquire shares of Issuer's common stock, par value $.01 per share (CUSIP #677007205) ("New Common") in a transaction likewise exempt pursuant to such Rule. Each record holder of Old Common as of the close of business on the Confirmation Date received a pro rata grant of one Warrant for each share of Old Common held. Each Warrant entitles its holder to purchase one-tenth of a share of New Common. The Warrants entitle their holder to purchase at an exercise price of $10 per share one share of New Common for each 10 warrants held.
[F3]The Restricted Shares shall become vested at the rate of 25% per year on each of July 1, 2005, July 1, 2006, July 1, 2007, and July 1, 2008, provided the Recipient is still in the employ of the Issuer or a Subsidiary on each such respective vesting date.
[F4]Stock Option shall vest and become exercisable at the rate of 33-1/3% on each of January 31, 2005, January 1, 2006, and January 1, 2007, provided that the Holder is still in the employ of the Issuer or a Subsidiary on each such respective vesting date.
[F5]Under Issuer's Second Amended Joint Plan of Reorganization dated 07-30-2004 (as subsequently modified, the "Plan") which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on 11-17-2004 ("Confirmation Date") and became effective on 01-31-2005 ("Effective Date") all stock options issued to certain employees of Issuer, including the named executive, that were outstanding prior to the Effective Date, were canceled.

Documents

1 file

4
doc4.xmlPrimary