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
CKX, Inc. [ CKXE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/16/2011 | ||||||||||||||||||||||||||
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 Stock, par value $0.01 per share | 05/23/2011 | G | 10,000 | D | $0 | 1,340,780 | D | |||
Common Stock, par value $0.01 per share | 06/16/2011 | U(1) | 1,340,780 | D | $5.5 | 0 | 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 | ||||||||
STOCK OPTION | $4.19 | 06/16/2011 | D | 100,000 | (2) | 03/13/2019 | Common Stock, par value $0.01 per share | 100,000 | (2) | 0 | D | ||||
STOCK OPTION | $5.56 | 06/16/2011 | D | 125,000 | (3) | 03/19/2020 | Common Stock, par value $0.01 per share | 125,000 | (3) | 0 | D |
Explanation of Responses: |
1. Shares of Common Stock tendered into the tender offer launched by CKx Entertainment Offeror, LLC (f/k/a/ Colonel Offeror Sub, LLC) on May 18, 2011 to acquire all of the outstanding shares of Common Stock, par value $0.01 per share, at a purchase price of $5.50 per share, net to the seller in cash, without interest and less any required withholding taxes. |
2. This stock option granted under the Issuer's 2005 Omnibus Long-Term Incentive Compensation Plan, and which provided for vesting in one-fifth annual increments beginning on March 13, 2010 was cancelled at the time Colonel Merger Sub, LLC accepted for payment the Common Shares tendered into the tender offer pursuant to the Agreement and Plan of Merger among the Issuer, CKx Entertainment, Inc. (f/k/a Colonel Holdings, Inc.) and Colonel Merger Sub, Inc., in exchange for a cash payment of $1.31 per share, representing the difference between the exercise price of $4.19 and the offer price of $5.50 per share. |
3. This stock option granted under the Issuer's 2005 Omnibus Long-Term Incentive Compensation Plan, and which provided for vesting in one-fifth annual increments beginning on March 19, 2011 was cancelled at the time Colonel Merger Sub, LLC accepted for payment the Common Shares tendered into the tender offer pursuant to the Agreement and Plan of Merger among the Issuer, CKx Entertainment, Inc. (f/k/a Colonel Holdings, Inc.) and Colonel Merger Sub, Inc., in exchange for a cash payment of $0 per share, as the exercise price of $5.56 was in excess of the offer price of $5.50 per share. |
/s/ Kelly S. Pontano, as attorney in fact | 06/20/2011 | |
** 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. |