| 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
AMERICAN PACIFIC CORP [ APFC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2013 | ||||||||||||||||||||||||||
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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 | 12/10/2013 | A | 547(1) | D | $0.00 | 36,364(2) | D | |||
| Common Stock | 12/10/2013 | A | 2,874(3) | A | $0.00 | 39,238(4) | D | |||
| Common Stock | 6,391 | I | Plan(5) | |||||||
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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 | ||||||||
| Stock Option (Right to Purchase) | $40.19 | 12/10/2013 | A | 570 | (6) | 12/10/2023 | Common Stock | 570 | $0.00 | 570 | D | ||||
| Stock Option (Right to Buy) | $6.34 | (7) | 09/13/2015 | Common Stock | 10,893 | 10,893 | D | ||||||||
| Stock Option (Right to Buy) | $11.25 | (8) | 11/03/2018 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (Right to Buy) | $7.15 | (9) | 11/10/2019 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (Right to Buy) | $7.61 | (10) | 12/13/2021 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (Right to Buy) | $11.93 | (11) | 12/11/2022 | Common Stock | 3,119 | 3,119 | D | ||||||||
| Explanation of Responses: |
| 1. These shares represent an award of restricted stock subject to time vesting over three years from the date of grant. |
| 2. Of the amount of shares beneficially owned, 6,709 shares represent unvested awards of restricted stock, of which, 547 vest in three equal annual installments beginning 12/10/2014, 2,829 shares vest in three equal annual installments beginning 12/11/2013, and 3,333 shares vest in two equal annual installments beginning 12/13/2013. |
| 3. These shares represent an award of restricted stock subject to vesting based upon the Company's satisfaction of certain performance objectives from 10/1/2013 through 9/30/2015. |
| 4. Of the amount of shares beneficially owned, (i) 6,709 shares represent unvested awards of restricted stock, of which, 547 vest in three equal annual installments beginning 12/10/2014, 2,829 shares vest in three equal annual installments beginning 12/11/2013, and 3,333 shares vest in two equal annual installments beginning 12/13/2013,and (ii) 2,874 shares represent unvested awards of restricted stock that cliff-vest on 9/30/2015 upon the Company's achievement of a two-year performance objective. |
| 5. The Reporting Person holds shares in the American Pacific Corporation 401(k) Plan. The information in this report is based on a plan statement dated as of September 30, 2013. |
| 6. The option vests in three equal annual installments beginning on 12/10/2014. |
| 7. The option is fully exercisable, and vested in two equal annual installments beginning on 9/13/2005. |
| 8. The option is fully exercisable, and vested in three equal annual installments beginning on 11/3/2009. |
| 9. The option is fully exercisable, and vested in three equal annual installments beginning on 11/10/2010. |
| 10. The option vests in three equal annual installments beginning 12/13/2012. |
| 11. The option vests in three equal annual installments beginning 12/11/2013. |
| Remarks: |
| Linda G. Ferguson | 12/12/2013 | |
| ** 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. | ||