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) 06/09/2010 | ||||||||||||||||||||||||||
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 | 06/09/2010 | D(4)(5) | 1,885,115 | D | $16.4635 | 1,114,885 | D | |||
Class A common stock | 06/09/2010 | M(1) | 1,080,006 | A | (1) | 2,194,891 | D | |||
Class A common stock | 06/09/2010 | M(2) | 3,119,994 | A | (1) | 3,119,994 | I | By Pell Family Trust(3) |
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) | 06/09/2010 | M | 1,080,006 | (1) | (1) | Class A Common Stock | 1,080,006 | $0 | 600,000 | D | ||||
New Class A Units | (1) | 06/09/2010 | M | 1,080,006 | (1) | (1) | Class A Common Stock | 1,080,006 | $0 | 600,000 | D | ||||
Class B common stock | (2) | 06/09/2010 | M | 3,119,994 | (2) | (2) | Class A Common Stock | 3,119,994 | $0 | 0 | I | By Pell Family Trust(3) | |||
New Class A Units | (2) | 06/09/2010 | M | 3,119,994 | (2) | (2) | Class A Common Stock | 3,119,994 | $0 | 0 | I | By Pell Family Trust(3) |
Explanation of Responses: |
1. Pursuant to the Exchange Agreement (as amended), Mr. Pell exchanged 1,080,006 New Class A Units for 1,080,006 shares of Class A common stock on June 9, 2010. In connection therewith, on June 9, 2010, Mr. Pell delivered to the Issuer 1,080,006 shares of Class B common stock for cancellation. |
2. Pursuant to the Exchange Agreement (as amended), the Pell Family Trust exchanged 3,119,994 New Class A Units for 3,119,994 shares of Class A common stock on June 9, 2010. In connection therewith, on June 9, 2010, the Pell Family Trust delivered to the Issuer 3,119,994 shares of Class B common stock for cancellation. |
3. Held by the Pell Family Trust, a grantor retained annuity trust for which Mr. Pell serves as settlor and trustee. |
4. Pursuant to the Exchange Agreement, Mr. Pell is permitted to exchange New Class A Units at any time for Class A common stock on a one-for-one basis. Any Exchange is generally a taxable event for Mr. Pell. As a result, at any time following the expiration of the underwriters' lock-up (180 days after September 23, 2009), Mr. Pell is permitted to sell shares of Class A common stock in connection with any Exchange in an amount necessary to generate proceeds (after deducting discounts and commissions) sufficient to cover the taxes payable on such Exchange (the amount of shares permitted to be sold determined based upon the stock price on the date of Exchange, whether or not such shares are sold then or thereafter). (continued on footnote 5) |
5. In addition, Mr. Pell will be permitted to sell up to 20% of the remaining shares of Class A common stock that he owns (calculated assuming all New Class A Units have been Exchanged by him) on or after the first anniversary of September 23, 2009, and an additional 20% of such remaining shares of Class A common stock on or after each of the next four anniversaries. |
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. |
/s/ Adam Spilka, as Agent for Richard Pell | 06/11/2010 | |
** 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. |