0001225208-13-000855.txt : 20130104 0001225208-13-000855.hdr.sgml : 20130104 20130104170041 ACCESSION NUMBER: 0001225208-13-000855 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130103 FILED AS OF DATE: 20130104 DATE AS OF CHANGE: 20130104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COBB WILLIAM C CENTRAL INDEX KEY: 0001209172 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06089 FILM NUMBER: 13512698 MAIL ADDRESS: STREET 1: H&R BLOCK, INC. STREET 2: ONE H&R BLOCK WAY CITY: KANSAS CITY STATE: MO ZIP: 64105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: H&R BLOCK INC CENTRAL INDEX KEY: 0000012659 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 440607856 STATE OF INCORPORATION: MO FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: ONE H&R BLOCK WAY CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8168543000 MAIL ADDRESS: STREET 1: ONE H&R BLOCK WAY CITY: KANSAS CITY STATE: MO ZIP: 64105 4 1 doc4.xml X0306 4 2013-01-03 0000012659 H&R BLOCK INC HRB 0001209172 COBB WILLIAM C C/O H&R BLOCK ONE H&R BLOCK WAY KANSAS CITY MO 64105 1 1 President and CEO Common Stock 2013-01-03 4 A 0 112475.0000 0 A 338679.0000 D Common Stock 15000.0000 I Cobb 2000 Family Trust Call Option to Purchase 16.0400 2013-01-03 4 D 0 694445.0000 D 2012-06-30 2021-06-30 Common Stock 694445.0000 0.0000 D Stock Option (Right to Buy) 19.1400 2013-01-03 4 A 0 581970.0000 A 2021-06-30 Common Stock 581970.0000 581970.0000 D Restricted share units (the "RSUs") granted under an agreement (the "Agreement") entered into on January 3, 2013 among the Issuer, its subsidiary H&R Block Management, LLC, and the reporting person, as more fully described below. The Agreement was entered into with respect to a stock option award to purchase 694,445 shares of common stock at an exercise price of $16.04 per share that was intended to be granted to the reporting person on June 30, 2011 ("Original Stock Option") under the 2003 Long-Term Executive Compensation Plan (the "2003 Plan"). The purpose of the Agreement was to implement the corrective action described below to address an inadvertent error that occurred when the Issuer included a number of shares in the Original Stock Option that exceeded the annual individual award limit as set forth in Section 6 of the 2003 Plan. Under the Agreement described above, the parties agreed that the Original Stock Option has no force or effect after the date of the Agreement and is deemed ineffective under the terms of the 2003 Plan. In addition, in lieu of the Original Stock Option, the Issuer agreed to grant to the reporting person the RSUs and a stock option to purchase 581,970 shares of common stock at an exercise price of $19.14 per share ("New Stock Option") under the Issuer's 2013 Long Term Incentive Plan. The Original Stock Option provided for vesting in three equal installments on June 30, 2012, June 30, 2013 and June 30, 2014, and an expiration date of June 30, 2021. The RSUs and the New Stock Option vest in three equal installments with the first installment vesting on January 3, 2013 and the second and third installments vesting on June 30, 2013 and June 30, 2014, respectively. The New Stock Option has the same expiration date as the Original Stock Option. The RSUs, to the extent then vested, will not be settled until the earlier of (i) the reporting person's separation from service (or the first day of the seventh month following his separation from service if the reporting person is a "specified employee" under Section 409A of the Internal Revenue Code at that time) and (ii) June 30, 2021. Scott W. Andreasen, per Power of Attorney 2013-01-04