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
HANDLEMAN CO /MI/ [ HDL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2003 | ||||||||||||||||||||||||||
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 one cent par value | 12/09/2003 | M | 21,665 | A | $10.3125 | 172,507(1) | D | |||
Common stock one cent par value | 12/09/2003 | F | 17,154(2) | D(2) | $18.69 | 155,353 | D | |||
Common stock one cent par value | 12/09/2003 | M | 23,697 | A | $11.825 | 179,050 | D | |||
Common stock one cent par value | 12/09/2003 | F | 19,654(3) | D(3) | $18.69 | 159,396(1) | D | |||
Common stock one cent par value | 1,849(4) | I | By 401(k) Plan |
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 | ||||||||
Employee stock option (right to buy) | $10.3125 | 12/09/2003 | M | 21,665 | 06/14/2001(5) | 06/13/2010 | Common stock one cent par value | 21,665 | $0 | 0 | D | ||||
Employee stock option (right to buy) | $11.825 | 12/09/2003 | M | 23,697 | 06/04/2003(6) | 06/03/2012 | Common stock one cent par value | 23,697 | $0 | 47,403 | D |
Explanation of Responses: |
1. Includes 605 shares of Handleman Company common stock which the reporting person acquired through the Handleman Company Employee Stock Purchase Plan between 06/10/2003 and 12/09/2003. |
2. Payment of the exercise price and tax liability on the 21,665 options exercised on 12/09/2003 by withholding common stock incident to the exercise of the options issued in accordance with rule 16b-3. |
3. Payment of the exercise price and tax liability on the 23,697 options exercised on 12/09/2003 by withholding common stock incident to the exercise of the options issued in accordance with rule 16b-3. |
4. Between 6/10/2003 and 12/09/2003 the reporting person acquired 83 shares of Handleman Company common stock under the Handleman Company 401(k) Plan. The information in this report is based on a 401(k) Plan report dated 12/09/2003. |
5. One third of the shares were exercisable on or after 6/14/2001; two thirds were exercisable on or after 6/14/2002; 100% of the shares were exercisable 6/14/2003. |
6. One third of the shares were exercisable on or after 6/04/2003; two thirds are exercisable on or after 6/04/2004; 100% of the shares are exercisable 6/04/2005. |
Remarks: |
Exhibit List ------- Exhibit 24 Power of Attorney |
Stephen Strome by Kenneth P. Kartje Attorney-In-Fact | 12/11/2003 | |
** 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. |