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
Deerfield Capital Corp. [ DFR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/25/2010 | ||||||||||||||||||||||||||
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 | 08/25/2010 | S | 405 | D | $5.32 | 0 | I(1) | as Trustee(2) | ||
Common Stock | 1,050 | I(1) | as Trustee(3) | |||||||
Common Stock | 368 | I(1) | as Trustee(4) |
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 | ||||||||
Performance Shares(5) | (6) | 05/19/2012(6) | 05/19/2012(6) | Common Stock | 12,019 | 12,019 | D | ||||||||
Performance Shares(5) | (7) | 06/16/2013(7) | 06/16/2013(7) | Common Stock | 11,111 | 11,111 | D |
Explanation of Responses: |
1. Mr. Oran disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
2. Held by the Stanley R. Becker Declaration of Trust. Mr. Oran is one of four trustees of the Stanley R. Becker Declaration of Trust and the beneficiaries include Mr. Oran's spouse and children. |
3. Held by Roxbury Capital Group LLC Incentive Savings Plan. Mr. Oran is the sole trustee and beneficiary of Roxbury Capital Group LLC Incentive Savings Plan. |
4. Held by Roxbury Capital Group LLC Defined Benefit Plan. Mr. Oran is the sole trustee and beneficiary of the Roxbury Capital Group LLC Defined Benefit Plan. |
5. Performance Shares are awards that are issued pursuant to the Issuer's First Amended and Restated Stock Incentive Plan, as amended, (the "Plan") and that are stated with reference to a specified number of shares of the Issuer's Common Stock, and entitle the holder to receive a cash payment or shares of Common Stock or a combination thereof. |
6. Each Performance Share awarded to the reporting person represents the right to receive one share of the Issuer's Common Stock on May 19, 2012, subject to acceleration upon a change in control of the Issuer, and to certain adjustments, as specified in the Performance Share Award Agreement. |
7. Each Performance Share awarded to the Reporting Person represents te right to receive one share of the Issuer's common stock on June 16, 2013, subject to acceleration upon a change in control of the Issuer, and to certain adjustments, as specified in the Performance Share Award Agreement. |
Remarks: |
/s/ Stuart I. Oran | 08/25/2010 | |
** 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. |