FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERUS GROUP CO/IA [ AMH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Securities Beneficially Owned Following Reported Transaction(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 | 02/25/2005 | 02/25/2005 | M | 785.71(1) | A | $21 | 3,444.71 | D | ||
Common Stock | 02/25/2005 | 02/25/2005 | M | 371.03(1) | A | $39.08 | 3,815.74 | D | ||
Common Stock | 02/25/2005 | 02/25/2005 | M | 1,791.2(1) | A | $39.08 | 5,606.94 | D | ||
Common Stock | 02/25/2005 | 02/25/2005 | D | 89.83(1)(2) | D | $47.2 | 5,517.11 | D | ||
Common Stock | 02/25/2005 | 02/25/2005 | F | 894.79(1)(3) | D | $47.2 | 4,622.32 | D | ||
Common Stock | 02/25/2005 | 02/25/2005 | D | 0.32(1)(4) | D | $47.2 | 4,622 | D | ||
Common Stock | 671.75 | I | By 401 (K) Plan |
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) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Rights(1) | $21 | 02/25/2005 | 02/25/2005 | M | 785.71 | (5) | (5) | Common Stock | 785.71(6) | (7) | 0 | D | |||
Performance Rights(1) | $39.08 | 02/25/2005 | 02/25/2005 | M | 371.03 | (5) | (5) | Common Stock | 371.03(6) | (7) | 0 | D | |||
Performance Rights(1) | $39.08 | 02/25/2005 | 02/25/2005 | M | 1,791.2 | (5) | (5) | Common Stock | 1,791.2(6) | (7) | 0 | D |
Explanation of Responses: |
1. The Company's Management Incentive Plan (MIP), an employee plan exempt under Section 16b-3, provides that employees participating in the plan are eligible to defer a portion of their annual bonus to purchase phantom stock units at a price per unit equal to the fair market value (FMV) of the Company's common stock on the date of purchase. The company will match a specified percentage of the phantom stock units purchased pursuant to the deferral program. Upon vesting, the Company will issue the underlying common stock. |
2. Units retained by the Company to satisfy cash deferral directly into the Company's 401 (K) Plan on the behalf of the reportee. |
3. Units retained by the Company to satisfy tax payment due to the IRS on behalf of the reportee. |
4. Cash-in-lieu of fractional share in connection with the conversion of units to underlying stock. |
5. On the third anniversary of the employee's deferral, the Company will issue the underlying common stock. Alternatively, on the third anniversary of the employee's deferral, the employee may elect to redefer the bonus units for another three year period and every three years thereafter, until the earlier of normal retirement or termination. The entire Company match is forfeited if the employee's employment terminates prior to the third anniversary of the employee's deferral. |
6. These units have vested and have been converted under the terms of the plan. |
7. Price not applicable. |
Remarks: |
/s/ Jeananne M. Celander, attorney-in-fact for Ms. Cushing | 03/01/2005 | |
** Signature of Reporting Person | Date | |
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). | ||
** 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. | ||
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 Number. |