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
Artio Global Investors Inc. [ ART ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/18/2010 | ||||||||||||||||||||||||||
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 | ||||||
Class A common stock | 05/18/2010 | M(1) | 3,000,000 | A | (1) | 3,000,000 | D |
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 | ||||||||
Class B common stock | (1) | 05/18/2010 | M | 3,000,000 | (1) | (1) | Class A Common Stock | 3,000,000 | $0 | 1,680,006 | D | ||||
New Class A Units | (1) | 05/18/2010 | M | 3,000,000 | (1) | (1) | Class A Common Stock | 3,000,000 | $0 | 1,680,006 | D |
Explanation of Responses: |
1. Pursuant to the Exchange Agreement, Mr. Pell exchanged 3,000,000 New Class A Units for 3,000,000 shares of Class A common stock on May 18, 2010. In connection therewith, on May 18, 2010, Mr. Pell delivered to the Issuer 3,000,000 shares of Class B common stock for cancellation. |
Remarks: |
The Issuer entered into an exchange agreement (the "Exchange Agreement") with Mr. Pell on September 29, 2009. Pursuant to the Exchange Agreement, Mr. Pell (and certain of his permitted transferees, including the Pell Family Trust) are permitted to exchange their new class A units (the "New Class A Units") in Artio Global Holdings LLC for shares of the Issuer's Class A common stock on a one-for-one basis (each such exchange, an "Exchange"), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions. The New Class A Units represent membership interests in Artio Global Holdings LLC, a subsidiary of the Issuer. In connection with each Exchange, Mr. Pell must deliver to the Issuer, for cancellation, a number of shares of Class B common stock equal to the number of New Class A Units being Exchanged. Exhibit List Exhibit 24 - Power of Attorney for Richard Pell |
/s/ Adam Spilka, as agent for Richard Pell pursuant to a Power of Attorney filed herewith as Exhibit 24 | 05/20/2010 | |
** 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. |