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) 06/15/2004 | ||||||||||||||||||||||||||
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 | 06/15/2004 | M | 2,067 | A | $15.75 | 6,361(1) | D | |||
Common stock one cent par value | 06/15/2004 | M | 2,066 | A | $11.825 | 8,427 | D | |||
Common stock one cent par value | 06/15/2004 | M | 1,333 | A | $16.925 | 9,760 | D | |||
Common stock one cent par value | 06/15/2004 | F | 4,326(2) | D(2) | $22.39 | 5,434 | D | |||
Common stock one cent par value | 1,473(3) | 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) | $15.75 | 06/15/2004 | M | 2,067 | (4) | 06/12/2011 | Common stock one cent par value | 2,067 | $0 | 0 | D | ||||
Employee stock option (right to buy) | $11.825 | 06/15/2004 | M | 2,066 | (5) | 06/03/2012 | Common stock one cent par value | 2,066 | $0 | 2,068 | D | ||||
Employee stock option (right to buy) | $16.925 | 06/15/2004 | M | 1,333 | (6) | 06/09/2013 | Common stock one cent par value | 1,333 | $0 | 2,667 | D |
Explanation of Responses: |
1. Reflects a transfer of 570 shares of Handleman Company common stock by the reporting person to his ex-wife, since the date of the reporting persons last ownership report, pursuant to a domestic relations order. |
2. Reflects payment of the exercise price and tax liability on the options exercised on 06/15/2004 by withholding common stock incident to the exercise of the options issued in accordance with rule 16b-3. |
3. Based on a 401(k) Plan report dated 06/15/2004. |
4. One third of the shares were exercisable on or after 6/13/2002; two thirds were exercisable on or after 6/13/2003; 100% of the shares were exercisable 6/13/2004. |
5. One third of the shares were exercisable on or after 6/4/2003; two thirds were exercisable on or after 6/4/2004; 100% of the shares are exercisable 6/4/2005. |
6. One third of the shares were exercisable on or after 6/10/2004; two thirds are exercisable on or after 6/10/2005; 100% of the shares are exercisable 6/10/2006. |
Remarks: |
Exhibit List ------- Exhibit 24 Power of Attorney |
Mark J. Albrecht by Kenneth P. Kartje Attorney-In-Fact | 06/16/2004 | |
** 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. |