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
FutureFuel Corp. [ FTFL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2009 | ||||||||||||||||||||||||||
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(1) | 07/09/2009 | P | 120,500(5) | A | $5.5 | 907,500 | I | By Knott Partners, L.P.(2)(4) | ||
Common Stock(1) | 07/09/2009 | P | 31,300(5) | A | $5.5 | 264,730 | I | By Shoshone Partners, L.P.(2)(4) | ||
Common Stock(1) | 07/09/2009 | P | 16,600(5) | A | $5.5 | 774,950 | I | By Knott Partners Offshore Master Fund, L.P.(2)(4) | ||
Common Stock(1) | 07/09/2009 | S | 177,700(5) | D | $5.5 | 164,100 | I | By Mulsanne Partners, L.P.(2)(4)(6) | ||
Common Stock(1) | 07/09/2009 | P | 6,500(5) | A | $5.5 | 29,100 | I | By Managed Account A(3)(4) | ||
Common Stock(1) | 07/09/2009 | P | 2,800(5) | A | $5.5 | 63,000 | I | By Managed Account B(3)(4) | ||
Common Stock(1) | 1,000 | I | By Managed Account C(3)(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 |
Explanation of Responses: |
1. The reported securities identified in Column 5 of Table I represent components of Units, as well as common stock acquired in open market transactions. Each Unit consists of one (1) share of common stock and one warrant to purchase one (1) share of common stock. |
2. The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Mulsanne Partners, L.P. and (ii) the managing general partner of Knott Partners, L.P. The Reporting Person is also a general partner of Knott Partners, L.P. |
3. The securities identified in this row are held by a managed account (a "Managed Account") for which Dorset Management Corporation provides portfolio management services. The Reporting Person is the President and sole director of Dorset Management Corporation. |
4. As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities represented in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in the securities represented in this entry as a result of its performance-related fee. Except with respect to Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., and each of the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party. |
5. Each entry reports a component of a cross transaction in the shares set forth in column 1 of Table I among the accounts identified in Column 7 of Table I that are coded P or S in Column 3. The cross transactions reported reflect a reallocation of shares among the Reporting Person's managed clients, and the accounts that disposed of shares in the cross transaction did not acquire any shares in the cross transaction. |
6. The Reporting Person has historically disclosed on his Section 16 filings all of the securities beneficially owned by him pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for full disclosure purposes. However, for purposes of Section 16 of the Exchange Act, the Reporting Person effectively has no direct or indirect pecuniary interest (pursuant to Rule 16a-1(a)(2) of the Exchange Act) in any of the securities owned by Mulsanne Partners, L.P. |
/s/David M. Knott | 07/13/2009 | |
** 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. |