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
M & F WORLDWIDE CORP [ MFW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2011 | ||||||||||||||||||||||||||
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 | 12/21/2011 | D(1) | 10,900 | D | (1) | 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 Units(2) | (3) | 12/21/2011 | D(3) | 10,256 | (3) | (3) | Common Stock | 10,256 | (3) | 0 | D |
Explanation of Responses: |
1. On December 21, 2011, pursuant to an Agreement and Plan of Merger, dated as of September 12, 2011, by and among M & F Worldwide Corp. (the "Company"), MX Holdings One, LLC, MX Holdings Two, Inc. ("Merger Sub"), and solely for certain sections specified therein, MacAndrews & Forbes Holdings Inc., Merger Sub was merged with and into the Company (the "Merger"). At the effective time of the Merger, each share of Company common stock, par value $.01 per share ("Common Stock"), (other than Common Stock held by Merger Sub, the Company and holders who have perfected and not withdrawn a demand for appraisal rights) was cancelled and was converted into the right to receive $25.00, in cash, without interest. |
2. These stock units were issued because of the reporting person's participation in the Company's Amended and Restated Outside Directors Deferred Compensation Plan, under which director fees otherwise payable in cash may be paid in the form of stock units. |
3. At the effective time of the Merger, each notional stock account with respect to stock units under the Company's Amended and Restated Outside Directors Deferred Compensation Plan was adjusted pursuant to the terms of the plan such that the account ceased to represent a notional investment in shares of Common Stock and was converted into a notional cash account equal to the product of (x) the number of shares of Common Stock subject to such stock account multiplied by (y) $25.00. |
Remarks: |
/s/ Philip E. Beekman | 12/22/2011 | |
** 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. |