SEC FORM 4

SEC Form 4

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^*

Guptill Brian Scott

(Last)

(First)

(Middle)

3633 FLAMINGO ROAD

(Street)

MIRAMAR

33027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLICA INC [ APN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-Engineering

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.10 per share	01/23/2007		D⁽¹⁾		26,000	D	$0.00⁽¹⁾	0	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$4.38	01/23/2007		D⁽²⁾			25,000	09/21/2005	09/21/2009	Common Stock	25,000	$0.00⁽³⁾	0	D
Option (right to buy)	$4.9	01/23/2007		D⁽²⁾			15,000	12/05/2003	12/05/2007	Common Stock	15,000	$0.00⁽³⁾	0	D
Option (right to buy)	$7.46	01/23/2007		D⁽²⁾			2,000	12/03/2004	12/03/2008	Common Stock	2,000	$0.00⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated October 19, 2006, as subsequently amended, between Applica Incorported and affiliates of Harbinger Capital Partners, at the effective time of the merger contemplated therein, each outstanding share of Applica common stock was cancelled and converted into the right to receive $8.25 in cash, without interest.

2. Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each stock option to purchase shares of Applica common stock that was outstanding and unexercised immediately prior to the effective time of the merger, whether or not vested, was cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of $8.25 over the exercise price per share of such stock option.

3. This option was granted pursuant to the issuer's stock option plan, which complies with the requirements for exemption set forth in Rule 16b-3 of the Securities Exchange Act of 1934.

Remarks:

	/s/ Brian S. Guptill	01/25/2007
	** 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.
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