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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
New Sally Holdings, Inc. [ SBH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 11/16/2006 | A | 723,843 | A | (23) | 723,843 | I | FN7(7) | ||
Common Stock | 11/16/2006 | A | 224,808 | A | (23) | 224,808 | I | FN2(2) | ||
Common Stock | 11/16/2006 | A | 13,050 | A | (23) | 13,050 | I | FN8(8) | ||
Common Stock | 11/16/2006 | A | 18,057 | A | (23) | 18,057 | I | FN9(9) | ||
Common Stock | 11/16/2006 | A | 5,955,857 | A | (23) | 5,955,857 | I | FN4(4) | ||
Common Stock | 11/16/2006 | A | 1,357,331 | A | (23) | 1,357,331 | I | FN3(3) | ||
Common Stock | 11/16/2006 | A | 500,000 | A | (23) | 500,000 | I | FN12(12) | ||
Common Stock | 11/16/2006 | A | 500,000 | A | (23) | 500,000 | I | FN11(11) | ||
Common Stock | 11/16/2006 | A | 609,859 | A | (23) | 609,859 | I | FN14(14) | ||
Common Stock | 11/16/2006 | A | 150,300 | A | (23) | 150,300 | I | FN6(6) | ||
Common Stock | 11/16/2006 | A | 27,750 | A | (23) | 27,750 | I | FN10(10) | ||
Common Stock | 11/16/2006 | A | 17 | A | (23) | 17 | I | FN15(15) | ||
Common Stock | 11/16/2006 | A | 80,010 | A | (23) | 80,010 | I | FN1(1) | ||
Common Stock | 11/16/2006 | A | 80,010 | A | (23) | 80,010 | I | FN13(13) | ||
Common Stock | 11/16/2006 | A | 80,010 | A | (23) | 80,010 | I | FN16(16) | ||
Common Stock | 11/16/2006 | A | 592,180 | A | (23) | 592,180 | I | FN5(5) | ||
Common Stock | 11/16/2006 | A | 158,048 | A | (23) | 158,048 | I | FN19(19) | ||
Common Stock | 11/16/2006 | A | 158,048 | A | (23) | 158,048 | I | FN20(20) | ||
Common Stock | 11/16/2006 | A | 133,529 | A | (23) | 133,529 | I | FN 17(17) | ||
Common Stock | 11/16/2006 | A | 133,529 | D | (23) | 133,529 | I | FN18(18) | ||
Common Stock | 11/16/2006 | A | 123,718 | A | (23) | 123,718 | I | FN21(21) | ||
Common Stock | 11/16/2006 | A | 123,718 | A | (23) | 123,718 | I | FN22(22) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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) | $34.227 | 11/16/2006 | A | 105,000 | (24) | 09/30/2012 | Common Stock | 105,000 | (25) | 105,000 | D | ||||
Employee Stock Option (Right to Buy) | $39.543 | 11/16/2006 | A | 90,000 | (24) | 09/30/2013 | Common Stock | 90,000 | (25) | 90,000 | D | ||||
Employee Stock Option (Right to Buy) | $42.46 | 11/16/2006 | A | 79,000 | (24) | 10/26/2014 | Common Stock | 79,000 | (25) | 79,000 | D | ||||
Employee Stock Option (Right to Buy) | $44.4 | 11/16/2006 | A | 80,000 | (24) | 09/30/2015 | Common Stock | 80,000 | (25) | 80,000 | D | ||||
Employee Stock Option (Right to Buy) | $16.625 | 11/16/2006 | A | 33,750 | (24) | 09/30/2010 | Common Stock | 33,750 | (25) | 33,750 | D | ||||
Employee Stock Option (Right to Buy) | $21.77 | 11/16/2006 | A | 67,500 | (24) | 09/30/2011 | Common Stock | 67,500 | (25) | 67,500 | D | ||||
Employee Stock Option (Right to Buy) | $34.227 | 11/16/2006 | A | 232,500 | (24) | 09/30/2012 | Common Stock | 232,500 | (25) | 232,500 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $39.543 | 11/16/2006 | A | 201,000 | (24) | 09/30/2013 | Common Stock | 201,000 | (25) | 201,000 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $43.83 | 11/16/2006 | A | 182,000 | (24) | 09/30/2014 | Common Stock | 182,000 | (25) | 182,000 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $44.4 | 11/16/2006 | A | 180,000 | (24) | 09/30/2015 | Common Stock | 180,000 | (25) | 180,000 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $16.625 | 11/16/2006 | A | 84,000 | (24) | 09/30/2010 | Common Stock | 84,000 | (25) | 84,000 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $21.77 | 11/16/2006 | A | 168,000 | (24) | 09/30/2011 | Common Stock | 168,000 | (25) | 168,000 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $34.227 | 11/16/2006 | D | 105,000 | (24) | 09/30/2012 | Common Stock | 105,000 | (26) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $39.543 | 11/16/2006 | D | 90,000 | (24) | 09/30/2013 | Common Stock | 90,000 | (26) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $42.46 | 11/16/2006 | D | 79,000 | (24) | 10/26/2014 | Common Stock | 79,000 | (26) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $44.4 | 11/16/2006 | D | 80,000 | (24) | 09/30/2015 | Common Stock | 80,000 | (26) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $16.625 | 11/16/2006 | D | 33,750 | (24) | 09/30/2010 | Common Stock | 33,750 | (26) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $21.77 | 11/16/2006 | D | 67,500 | (24) | 09/30/2011 | Common Stock | 67,500 | (26) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $34.227 | 11/16/2006 | D | 232,500 | (24) | 09/30/2012 | Common Stock | 232,500 | (26) | 0 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $39.543 | 11/16/2006 | D | 201,000 | (24) | 09/30/2013 | Common Stock | 201,000 | (26) | 0 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $43.83 | 11/16/2006 | D | 182,000 | (24) | 09/30/2014 | Common Stock | 182,000 | (26) | 0 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $44.4 | 11/16/2006 | D | 180,000 | (24) | 09/30/2015 | Common Stock | 180,000 | (26) | 0 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $16.625 | 11/16/2006 | D | 84,000 | (24) | 09/30/2010 | Common Stock | 84,000 | (26) | 0 | I | FN5(5) | |||
Employee Stock Option (Right to Buy) | $21.77 | 11/16/2006 | D | 168,000 | (24) | 09/30/2011 | Common Stock | 168,000 | (26) | 0 | I | FN5(5) |
Explanation of Responses: |
1. Held by the undersigned as co-trustee of a trust dated 11/14/89 for the benefit of a relative.*** |
2. Held by the undersigned as trustee of a trust dated 4/23/93 for her benefit. |
3. Held by the undersigned as trustee of a trust dated 10/31/98 for the benefit of her sister.*** |
4. Held by the undersigned as trustee of a trust dated 4/17/02 for her benefit. |
5. Held directly by the undersigned's spouse.*** |
6. Held by the undersigned as co-trustee of a trust dated 10/20/72 for her benefit. |
7. Held by the undersigned as trustee of a trust dated 9/15/93 for her benefit. |
8. Held by the undersigned as a participant in the Alberto-Culver Company Employees' Profit Sharing Plan. |
9. Held by the undersigned's spouse as a participant in the Alberto-Culver Company Employees' Profit Sharing Plan.** * |
10. Held by the undersigned's spouse as one of three co-trustees of a trust dated 7/7/97 for the benefit of their children.*** |
11. Held by the undersigned as co-trustee of a trust dated 12/18/87 for the benefit of her father.*** |
12. Held by the undersigned as co-trustee of a trust dated 12/18/87 for the benefit of her mother.*** |
13. Held by the undersigned as co-trustee of a trust dated 11/14/89 for the benefit of a relative.*** |
14. Held by the undersigned as co-trustee of a trust dated 9/18/01 for her benefit. |
15. Held by the undersigned's spouse as trustee of a trust dated 4/23/93 for his benefit.*** |
16. Held by the undersigned as co-trustee of a trust dated 11/14/89 for the benefit of a relative.*** |
17. Held by the undersigned as trustee of a trust dated 4/28/05 for her benefit, which trust is a Grantor Annuity Trust. |
18. Held by the undersigned as trustee of a trust dated 4/28/05 for her benefit, which trust is a Grantor Annuity Trust. |
19. Held by the undersigned as trustee of a trust dated 2/2/06 for her benefit, which trust is a Grantor Annuity Trust. |
20. Held by the undersigned as trustee of a trust dated 2/2/06 for her benefit, which trust is a Grantor Annuity Trust. |
21. Held by the undersigned as trustee of a trust dated 7/27/06 for her benefit, which trust is a Grantor Annuity Trust. |
22. Held by the undersigned as trustee of a trust dated 7/27/06 for her benefit, which trust is a Grantor Annuity Trust. |
23. Acquisition of shares of common stock in a merger of one of the issuer's subsidiaries into the Alberto-Culver Company ("Old Alberto-Culver") to effect the formation of a holding company (the "Holding Company Merger"). In the Holding Company Merger, the shares of common stock of Old Alberto-Culver were converted, on a one-for-one basis, into shares of common stock of the issuer pursuant to an Investment Agreement dated as of June 19, 2006, as amended, among Old Alberto-Culver and certain of its subsidiaries and CDRS Acquisition LLC. |
24. This option, to the extent unexercisable, became exercisable in full on November 16, 2006. |
25. In the Holding Company Merger this option replaced an option to purchase a number of shares of common stock of Old Alberto-Culver equal to the number of shares subject to this option at an exercise price equal to the exercise price of this option. |
26. This option was assumed by Alberto-Culver Company, formerly known as New Aristotle Holdings, Inc. ("New Alberto-Culver"), in connection with the spin-off by the issuer of New Alberto-Culver (the "Spin-Off") and replaced with an option to purchase a number of shares of common stock of New Alberto-Culver equal to the number of shares subject to this option multiplied by a ratio, the numerator of which is the Old Alberto-Culver stock price prior to the Spin-Off ("Pre Spin-Off Price") and the denominator of which is the 5-day average of the New Alberto-Culver stock price after the Spin-Off ("Post Spin-Off Price") at an exercise price equal to the exercise price of this option multiplied by a ratio, the numerator of which is the Post Spin-Off Price and the denominator of which is the Pre Spin-Off Price. |
Remarks: |
***The filing of this report shall not be deemed an admission by the undersigned that she is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934. |
/James M. Spira/ Attorney-in-Fact for Carol L. Bernick | 11/17/2006 | |
** 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. |