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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
| o | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
| 1. | Name and Address of
Reporting Person* |
2. | Issuer Name and Ticker or
Trading Symbol |
3. | I.R.S. Identification
Number of Reporting Person, if an entity (Voluntary) |
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| Gutierrez, Donald A. (Last) (First) (Middle) |
The Lamson & Sessions
Co. LMS |
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| The Lamson & Sessions
Co. 25701 Science Park Drive (Street) |
4. | Statement for Month/Day/Year | 5. | If Amendment, Date of Original (Month/Day/Year) | ||||||||
| 3/25/2003 |
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| 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group
Filing (Check Applicable Line) |
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| Cleveland, Ohio 44122 (City) (State) (Zip) |
o | Director | o | 10% Owner | x | Form Filed by One Reporting Person | ||||||
| x | Officer (give title below) | o | Form Filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
| Senior Vice President |
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| Reminder: | Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see instruction 4(b)(v). | |
| Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||||||||||
| 1. | Title of Security (Instr. 3) |
2. | Transaction Date (Month/Day/Year) |
2A. | Deemed Execution Date, if any (Month/Day/Year) |
3. | Transaction Code (Instr. 8) |
4. | Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. | Amount of Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature
of Indirect Beneficial Ownership (Instr. 4) |
||||||||
| Code | V | Amount | (A) or (D) |
Price | |||||||||||||||||||
| COMMON STOCK | 4,529 | I | (1) | ||||||||||||||||||||
| COMMON STOCK | 7,013 | D | (2) | ||||||||||||||||||||
| COMMON STOCK | |||||||||||||||||||||||
| COMMON STOCK | 03/24/03 | A | 224 | A | $3.975 | ||||||||||||||||||
| COMMON STOCK | 03/25/03 | A | 11 | A | $3.950 | 10,349 | I | (3) | |||||||||||||||
(1) Held under The Lamson & Sessions Co. Deferred Savings Plan (i.e., 401-K Plan) as of February 28, 2003, exempt under Rule 16b-3(c).
(2) Total includes 1,262 restricted shares, exempt under Rule 16b-3(d)(1), held by issuer until 3-year vesting period, on February 21, 2004 and February 18, 2006 of 829 and 433 common shares, respectively. Since reporting person's last report, 3,495 shares have been distributed from the Trust under the Deferred Compensation Plan for Executive Officers and are now held directly.
(3) Held in Trust pursuant to the Deferred Compensation Plan for Executive Officers - a 16b-3 Plan as of March 25, 2003. Adjusted to reflect the 3,495 shares distributed from the Plan as described in Footnote (2).
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| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible securities) |
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| 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) |
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| Code | V | (A) | (D) | ||||||||||||||
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| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned —
Continued (e.g., puts, calls, warrants, options, convertible securities) |
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| 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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| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
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Explanation of Responses:
| /s/ Aileen Liebertz | 3/26/2003 | |
**Signature of Reporting Person Aileen Liebertz, Attorney-in-Fact for Donald A. Gutierrez |
Date |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | |
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