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
FAMILY DOLLAR STORES INC [ FDO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2014 | ||||||||||||||||||||||||||
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 | 10/13/2014 | M | 13,795 | A | $28.11 | 17,231(1)(2) | D | |||
Common Stock | 10/14/2014 | A | 2,985(3) | A | $0.00 | 20,216 | D | |||
Common Stock | 10/14/2014 | F | 990(4) | D | $76.97 | 19,226 | D | |||
Common Stock | 10/14/2014 | A | 1,684 | A | $0.00 | 20,910(5) | D |
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) | $28.11 | 10/13/2014 | M | 13,795 | 10/13/2011(6) | 10/13/2014 | Common Stock | 13,795 | $0.00 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $76.97 | 10/14/2014 | A | 4,935 | 10/14/2016(7) | 10/14/2024 | Common Stock | 4,935 | $0.00 | 4,935 | D |
Explanation of Responses: |
1. This amount includes an additional 49 shares acquired under the Company's broad-based Employee Stock Purchase Plan since November 27, 2013. |
2. Reflects transfer of 4,321 shares from direct ownership pursuant to a domestic relations order. |
3. Represents gross number of shares awarded upon payout of Performance Share Rights Award granted under the Family Dollar Stores, Inc. (the "Company") 2006 Incentive Plan (the "Plan"). The payout of the referenced shares was contingent on the Company's achievement of certain net income growth and return on equity goals as compared to a peer group selected by the Company's Compensation Committee (the "Committee"). The actual payout represents 127.5% of a Target award established by the Committee and is reduced by shares withheld to satisfy tax withholding obligations. See footnote 4. |
4. Represents shares of Common Stock, the value of which was withheld to satisfy tax withholding obligations with respect to shares awarded on October 14, 2014 in settlement of Performance Share Rights Award. |
5. Represents award of restricted stock units which vest in full on the third anniversary of the Grant Date provided that the Reporting Person remains employed with the Company through such date. Upon vesting, the restricted stock units will be settled by delivery of shares of Common Stock on a one-for-one basis. |
6. This option was granted on October 13, 2009, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 13, 2011. Thereafter, the option vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 13, 2011, 70% on October 13, 2012, and 100% on October 13, 2013. |
7. This option was granted on October 14, 2014, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option may be exercised prior to October 14, 2016. Thereafter, the option will vest in cumulative installments of not more than 40% of the number of shares subject to the option on October 14, 2016, 70% on October 14, 2017, and 100% on October 14, 2018. |
Remarks: |
/s/ Beth R. MacDonald, by Power of Attorney | 10/15/2014 | |
** 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. |