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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Class A Common Stock | Â | 12/03/2004 | Â | C4 | Â | 10 | Â (10) | Â (10) | See footnote (9) | (10) | 220 | By wife | ||
Class A Common Stock | Â | 06/21/2006 | Â | S4 | Â | 3 | Â (10) | Â (10) | See footnote (9) | $ 92,187.17 | 217 | By wife | ||
Class A Common Stock | Â | 07/20/2006 | Â | S4 | Â | 2 | Â (10) | Â (10) | See footnote (9) | $ 92,538.36 | 215 | By wife | ||
Class A Common Stock | Â | 07/20/2006 | Â | S4 | Â | 8 | Â (10) | Â (10) | See footnote (9) | $ 90,270.26 | 207 | By wife | ||
Class A Common Stock | Â | 07/26/2006 | Â | S4 | Â | 5 | Â (10) | Â (10) | See footnote (9) | $ 90,840.15 | 202 | By wife | ||
Class A Common Stock | Â | 08/28/2006 | Â | S4 | Â | 2 | Â (10) | Â (10) | See footnote (9) | $ 96,172.76 | 200 | By wife | ||
Class A Common Stock | Â | 09/19/2006 | Â | G(1) | Â | 3 | Â (10) | Â (10) | See footnote (9) | $ 0 | 197 | By wife | ||
Class A Common Stock | Â | 01/03/2007 | Â | S4 | Â | 3 | Â (10) | Â (10) | See footnote (9) | $ 110,408.83 | 194 | By wife | ||
Class A Common Stock | Â | 01/11/2007 | Â | S4 | Â | 7 | Â (10) | Â (10) | See footnote (9) | $ 110,022.99 | 187 | By wife | ||
Class A Common Stock | Â | 01/08/2008 | Â | S4 | Â | 1 | Â (10) | Â (10) | See footnote (9) | $ 133,793.83 | 186 | By wife | ||
Class A Common Stock | Â | 01/09/2008 | Â | S4 | Â | 12 | Â (10) | Â (10) | See footnote (9) | $ 129,988.01 | 174 | By wife | ||
Class A Common Stock | Â | 01/09/2008 | Â | S4 | Â | 1 | Â (10) | Â (10) | See footnote (9) | $ 130,149.29 | 173 (3) | By wife | ||
Class A Common Stock | Â | 02/10/2010 | Â | C4 | Â | 1 | Â (10) | Â (10) | See footnote (9) | (10) | 1,136 | Â | ||
Class A Common Stock | Â | 11/03/2010 | Â | W(4) | 67 | Â | Â (10) | Â (10) | See footnote (9) | $ 0 | 67 | See footnote (4) | ||
Class A Common Stock | Â | Â | Â | Â | Â | Â | Â (10) | Â (10) | See footnote (9) | Â | 0 (11) | Â | ||
Class A Common Stock | Â | Â | Â | Â | Â | Â | Â (10) | Â (10) | See footnote (9) | Â | 1,136 | See footnote (11) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MURPHY THOMAS S 77 WEST 66TH STREET NEW YORK, NY 10023 |
 X |  |  |  |
/s/ Thomas S. Murphy | 02/14/2013 | |
**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) | Each of these reported transactions was a gift from Mr. Murphy's wife to a charitable organization. |
(2) | This reported transaction was a gift from Mr. Murphy's wife to an individual. |
(3) | On September 25, 2009 Mr. Murphy's wife died. The 173 shares of Class A Common Stock and 210 shares of Class B Common Stock beneficially owned by her at the time of her death were subsequently disposed of by her estate in transactions exempt from Section 16 of the Act pursuant to Rule 16(a)(2)(d). |
(4) | Pursuant to Rule 16a-2(d) under the Act, on November 3, 2010, the date following the expiration of 12 months following his appointment and qualification as executor of his late wife's estate, Mr. Murphy may be deemed to have acquired beneficial ownership of shares beneficially owned by the estate to the extent of his pecuniary interest in such shares. Amounts reflect the 67 shares of Class A Common Stock and 788 shares of Class B Common Stock beneficially owned by the estate on November 3, 2010. Such shares subsequently were distributed from the estate to Marital Trust No. 2, a trust of which Mr. Murphy is trustee and the beneficiary. As of December 31, 2012, Marital Trust No. 2 beneficially owned 67 shares of Class A Common Stock and, after giving effect to the subsequent transactions in respect of Class B Common Stock by the trust disclosed in this Form 5, 20,983 shares of Class B Common Stock. |
(5) | Class B share amounts are after giving effect to the 50-for-1 Class B stock split that became effective on January 21, 2010. |
(6) | The Marital Trust No. 1 (Subtrust No. 1) is the direct beneficial owner of these securities. Mr. Murphy is a trustee and the beneficiary of the trust. |
(7) | The Marital Trust No. 1 (Subtrust No. 2) is the direct beneficial owner of these securities. Mr. Murphy is a trustee and the beneficiary of the trust. |
(8) | The Marital Trust No. 2 is the direct beneficial owner of these securities. |
(9) | Prior to January 21, 2010, each share of Class A Common Stock was convertible at any time at the option of the holder into 30 shares of Class B Common Stock. As of January 21, 2010, as a result of a 50-for-1 stock split that became effective on such date, each share of Class A Common Stock is convertible at any time at the option of the holder into 1,500 shares of Class B Common Stock. In accordance with the instructions to Form 5, Thomas S. Murphy's holdings of, and transactions in, shares of Class A Common Stock are reported in Table II. |
(10) | Not applicable. |
(11) | As of December 31, 2012, all shares of Class A Common Stock were beneficially owned indirectly by Mr. Murphy through two grantor retained annuity trusts and no shares of Class A Common Stock were directly held. |