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
ICT GROUP INC [ ICTG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2009 | ||||||||||||||||||||||||||
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 | 11/12/2009 | M | 12,200 | A | $8.75 | 690,296 | D | |||
Common Stock | 11/12/2009 | S | 12,200 | D | $16.2766(1) | 678,096 | D | |||
Common Stock | 45,200(2) | D | ||||||||
Common Stock | 231,907 | I | Held by 2008 Grantor Retained Annuity Trust | |||||||
Common Stock | 400,000 | I | Held by 2009 Grantor Retained Annuity Trust | |||||||
Common Stock | 2,250,000 | I | Voting Trust with Donald P. Brennan |
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 | $8.75 | 11/12/2009 | M | 12,200 | 02/06/2001 | 02/06/2011 | Common Stock | 12,200 | $0 | 0 | D | ||||
Stock Option | $16.9 | 02/05/2002 | 02/05/2012 | Common Stock | 27,300 | 27,300 | D | ||||||||
Restricted Stock Units | $0.0 | (3) | (3) | Common Stock | 100,000 | 25,000 | D | ||||||||
Restricted Stock Units | $0.0 | (4) | (4) | Common Stock | 83,108 | 27,700 | D | ||||||||
Restricted Stock Units | $0.0 | (5) | (5) | Common Stock | 150,000 | 150,000 | D |
Explanation of Responses: |
1. Represents the weighted average of a range of sale prices per share from $16.20 to $16.31. The reporting person undertakes to provide the Staff of Securities and Exchange Commission, the Company or any shareholder of the Company, upon request, full information regarding the number of common shares sold at each separate price. |
2. Held jointly with spouse. |
3. Restricted Stock Unit Award granted March 13, 2006, paid 50% in cash equal to the fair market value of 12,500 shares of common stock on March 13, 2008 and 50% in shares of stock. |
4. Restricted Stock Unit Award granted March 13, 2006, pursuant to an employment agreement dated March 13, 2006. This award was based on the Company's 2007 financial performance. |
5. Restricted Stock Unit Award granted pursuant to an employment agreement dated March 20, 2009, under the 2006 Equity Compensation Plan vesting in four equal installments beginning March 20, 2010. For each installment, 50% will be cash-settled, based on the number of stock units vesting on the relevant date, valued at the fair market value of the Company's common stock on the vesting date. The remaining 50% will be settled with shares of the Company's common stock. |
/s/ John J. Brennan | 11/16/2009 | |
** 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. |