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
COLLECTIVE BRANDS, INC. [ PSS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/09/2012 | ||||||||||||||||||||||||||
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 | 10/09/2012 | D | 20,148(1)(2) | D | $21.75 | 0 | D | |||
Common Stock | 10/09/2012 | D | 842(3) | D | $21.75 | 0 | I | 401(k) Plan |
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 Appreciation Right | $20.45 | 10/09/2012 | D | 4,110 | (4) | 03/25/2017 | Common Stock | 4,110 | (4) | 0 | D | ||||
Stock Appreciation Right | $11.08 | 10/09/2012 | D | 26,000 | (5) | 03/26/2016 | Common Stock | 26,000 | (5) | 0 | D | ||||
Stock Appreciation Right | $18.63 | 10/09/2012 | D | 12,800 | (5) | 09/08/2015 | Common Stock | 12,800 | (5) | 0 | D | ||||
Stock Appreciation Right | $12.45 | 10/09/2012 | D | 5,000 | (5) | 03/27/2015 | Common Stock | 5,000 | (5) | 0 | D | ||||
Employee Stock Option | $16.19 | 10/09/2012 | D | 2,333 | (5) | 05/28/2014 | Common Stock | 2,333 | (6) | 0 | D | ||||
Phantom Stock | (7) | 10/09/2012 | D | 119 | (7) | (7) | Common Stock | 119 | (7) | 0 | D | ||||
Performance Share Units | (8) | 10/09/2012 | D | 3,850 | (8) | (8) | Common Stock | 3,850 | (8) | 0 | D |
Explanation of Responses: |
1. Includes the following shares of restricted stock granted under the Collective Brands, Inc. 2006 Stock Incentive Plan (the "CBI SIP"), which pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 1, 2012, among Collective Brands, Inc., WBG-PSS Holdings, LLC, WBG-PSS Merger Sub Inc., and Wolverine World Wide, Inc., were cancelled in exchange for a cash payment of $21.75 per share: 2,282 shares of restricted stock granted on March 24, 2011, were scheduled to vest on March 24, 2014; and 1,858 shares of restricted stock granted on March 25, 2010 were scheduled to vest on March 25, 2013. Also includes 3,850 shares of restricted stock granted under the CBI SIP on March 20, 2012 that were scheduled to vest on March 20, 2015, which were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $21.75 per share, payable after March 20, 2015. |
2. Includes approximately 3,531 shares acquired under Collective Brands, Inc. Stock Purchase Plan. Pursuant to the Merger Agreement shares acquired under the Employee Stock Purchase Plan, were cancelled in exchange for a cash payment of $21.75 per share. |
3. Includes approximately 842 shares held indirectly under the Collective Brands, Inc. 401(k) Profit Sharing Plan (the "Plan") based on a statement provided by the Plan Administrator. Because the Common Stock Fund under the Plan holds both cash and Payless Common Stock, the actual number of shares allocable to each participant's account varies from statement to statement. Pursuant to the Merger Agreement shares held under the Company's 401 (k) were cancelled in exchange for a cash payment of $21.75 per share. |
4. Includes 4,110 stock appreciation rights granted on March 24, 2011, under the CBI SIP. Pursuant to this award, 1,370 stock appreciation rights vested on March 24, 2012; 1,370 stock appreciation rights were scheduled to vest on March 24, 2013 and 1,370 stock appreciation rights were scheduled to vest on March 24, 2014. Pursuant to the Merger Agreement, these stock appreciation rights were cancelled in exchange for a cash payment of $1.30 per unit, whether vested or unvested, representing the difference between the exercise price of the unit and $21.75 per share. |
5. This stock appreciation right was fully vested and cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) $21.75 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the stock appreciation right. |
6. This option was fully vested and cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) $21.75 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option. |
7. Pursuant to the Merger Agreement, these phantom stock units were acquired under the Collective Brands, Inc. Deferred Compensation Plan and were cancelled in exchange for a cash payment of $21.75 per share. Each phantom stock unit is equivalent to one share of Collective Brands, Inc. common stock. |
8. Includes 3,850 performance share units granted on March 20, 2012 under the CBI SIP. 1,283 performance shares units were scheduled to vest on March 20, 2013, 1,283 performance shares units were scheduled to vest on March 20, 2014, and 1,284 performance shares units were scheduled to vest on March 20, 2015 if performance criteria achieved. Pursuant to the Merger Agreement, these performance share units were cancelled in exchange for a cash payment of $21.75 per unit, payable after the applicable vesting date of such performance share units. Performance units at target are equivalent to one share of Collective Brands, Inc. common stock. Pursuant to the Merger Agreement, any applicable performance vesting schedule was deemed met at the target level. |
Remarks: |
Harold J. Herman, II - Attorney-in-fact | 10/10/2012 | |
** 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. |