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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 | ||||||||
| Forward Sale Contract (obligation to sell) | (1) (2) | 02/15/2007 | J/K | 34,238 | 02/16/2010 | 02/16/2010 | Common Stock | 34,238 | (1) (2) | 34,238 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MATTHEWS PHILIP D 9341 COURTLAND DRIVE NE ROCKFORD, MI 49351 |
X | |||
| /s/ Jeffrey A. Ott, by power of attorney | 02/16/2007 | |
| **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) | On February 15, 2007, the reporting person entered into a post-paid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 34,238 shares of Wolverine common stock or cash equivalent on the maturity date of the contract (February 16, 2010). In exchange for assuming this obligation, the reporting person will receive a cash payment in the future (no later than the maturity date) of $899,774. The reporting person pledged 34,238 shares of Wolverine common stock (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. (Continued in footnote 2). |
| (2) | (Continued from footnote 1). The number of shares of Wolverine common stock to be delivered to the buyer on the maturity date is to be determined as follows: (i) if the closing price of Wolverine common stock on the maturity date ("Settlement Price") is less than $26.28 (the "Floor Price"), the reporting person will deliver to buyer all of the Pledged Shares; (ii) if the Settlement Price is between the Floor Price and $34.51 (the "Cap Price"), the reporting person will deliver to buyer a percentage of the Pledged Shares equal to the Floor Price divided by the Settlement Price; and (iii) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to buyer a percentage of the Pledged Shares equal to {Floor Price + (Settlement Price - Cap Price)} divided by Settlement Price. |