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
INVACARE CORP [ IVC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/02/2011 | ||||||||||||||||||||||||||
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 Shares | 09/02/2011 | A | 16,200(1) | A | $0.00 | 300,851 | D | |||
Common Shares | 06/01/2011 | G | V | 16,000 | D | $0.00 | 284,851 | D | ||
Common Shares | 05/31/2011 | G | V | 10,000 | D | $0.00 | 33,469 | I | By Spouse(2) | |
Common Shares | 06/01/2011 | G | V | 15,000 | D | $0.00 | 18,469 | I | By Spouse(2) | |
Common Shares | 12,289 | I | By GRAT(2)(3) | |||||||
Common Shares | 12,288 | I | By GRAT(4) | |||||||
Common Shares | 129,970 | I | By GRAT(5)(6) | |||||||
Common Shares | 129,970 | I | By GRAT(2)(7)(8) | |||||||
Common Shares | 18,600.25 | I | By Invacare Retirement Savings Plan(9) | |||||||
Class B Common Shares | 703,912 | 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 | ||||||||
Employee Stock Option (Right to Buy) | $24.45 | 09/02/2011 | A | 15,325 | 09/30/2012 | 09/02/2021 | Common Shares | 15,325 | $0.00 | 1,181,425 | D | ||||
Employee Stock Option (Right to Buy) | $24.45 | 09/02/2011 | A | 15,325 | 09/30/2013 | 09/02/2021 | Common Shares | 15,325 | $0.00 | 1,196,750 | D | ||||
Employee Stock Option (Right to Buy) | $24.45 | 09/02/2011 | A | 15,325 | 09/30/2014 | 09/02/2021 | Common Shares | 15,325 | $0.00 | 1,212,075 | D | ||||
Employee Stock Option (Right to Buy) | $24.45 | 09/02/2011 | A | 15,325 | 09/30/2015 | 09/02/2021 | Common Shares | 15,325 | $0.00 | 1,227,400(10) | D |
Explanation of Responses: |
1. Restricted shares granted pursuant to the Invacare Corporation 2003 Performance Plan in an exempt transaction under Rule 16b-3. These shares vest in 25% increments over four years commencing November 15, 2012. |
2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
3. Owned by the Trustee for the 1997 Grantor Retained Annuity Trust created by the reporting person's spouse. |
4. Owned by the Trustee for the 1997 Grantor Retained Annuity Trust created by the reporting person. |
5. Owned by the Trustee for the 2009 Grantor Retained Annuity Trust created by the reporting person. |
6. On April 6, 2011 the grantor retained annuity trust made an annuity payment of 18,351 Common Shares to the reporting person. |
7. Owned by the Trustee for the 2009 Grantor Retained Annuity Trust created by the reporting person's spouse. |
8. On April 6, 2011 the grantor retained annuity trust made an annuity payment of 18,351 Common Shares to the reporting person's spouse. |
9. Owned by the Trustee for the Invacare Retirement Savings Plan. The information given is based on a Plan Statement of December 31, 2010, the most recent information reasonably available. |
10. The reporting person holds previously reported options to buy 1,166,100 Common Shares (with tandem tax withholding rights) under the Invacare Corporation 1994 Performance Plan and the Invacare Corporation 2003 Performance Plan, granted in reliance upon the exemption provided by Rule 16b-3. All options were granted between October 31, 2001 and August 18, 2010, at exercise prices between $20.48 to $44.30 per share, will expire between October 31, 2011 and August 18, 2020 and became or will become exercisable between September 30, 2002 and September 30, 2014. |
Remarks: |
/s/ A. Malachi Mixon, by Kristofer K. Spreen, his attorney-in-fact pursuant to Power of Attorney, dated February 12, 2009, on file with the Commission. | 09/07/2011 | |
** 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. |