4 1 doc1.htm Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL      
OMB Number:  3235-0287
Expires: January 31, 2005
[ ] Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See instructions 1(b).
Estimated average burden
hours per response. . . 0.5
1. Name and Address of Reporting Person*
Nucero, John J.
2. Issuer Name and Ticker or Trading Symbol
CSS Industries, Inc.   (CSS)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)      

___ Director                            ___ 10% Owner
_X_ Officer (give title below)   ___ Other (specify below)

Vice President - Internal Audit
(Last)             (First)            (Middle)

c/o CSS Industries, Inc.
1845 Walnut Street, Suite 800
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

04/24/2003
(Street)

Philadelphia, PA 19103
5. If Amendment, Date of Original (Month/Day/Year)

 
7. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Transactions
(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
                     
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 Instructions 4(b)(v).
 
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
(Over)
SEC 1474 (9-02)
FORM 4 (continued)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
 
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
Underlying Securities
(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 of
Derivative
Security:
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
(1) Call (Stock) Option $35.75 04/24/2003   A   3,100     (1) 04/24/2013 Common Stock 3,100 N/A 3,100 D N/A
Explanation of Responses:

(1) Reflects options granted pursuant to a Rule 16b-3 plan, which are exercisable in installments of 25% of the optioned securities on and after the first anniversary of the date of grant and to the extent of an additional 25% of the optioned securities on and after the second, third and fourth anniversaries of the date of grant. To the extent not exercised, installments are cumulative.


** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ John J. Nucero
**Signature of Reporting Person
04/25/2003 
Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.
Page 2