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
STAGE STORES INC [ stgs ] |
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 | 12/09/2003 | M | 3,333 | A | $13.75 | 3,333 | D | |||
Common stock | 12/09/2003 | M | 1,667 | A | $15 | 5,000 | D | |||
Common stock | 12/09/2003 | S | 5,000 | D | $28.32 | 0 | 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 | ||||||||
Stock option (right to buy) | $13.75 | 12/09/2003 | M | 3,333 | 08/24/2002 | 08/24/2011 | Common stock | 3,333 | $0 | 19,910(1)(2)(3) | D | ||||
Stock option (right to buy) | $15 | 12/09/2003 | M | 1,667 | 08/24/2002 | 08/24/2011 | Common stock | 1,667 | $0 | 18,243(1)(2)(3) | D |
Explanation of Responses: |
1. Includes 743 of the Company's Deferred Stock Units under the Company's 2003 Non-Employee Director Equity Compensation Plan. One-twelfth (1/12) of the number of Deferred Stock Units will be credited by the Company to the Director's ledger account ("Account") on the first day of each month during the Term Year as a result of the Director's election to receive $16,500 of his Total Annual Retainer Fees for the 2003-2004 Term Year in exchange for the Deferred Stock Units. Upon termination of service with the Company or a hardship, the Director may elect either (i) a single lump sum cash distribution of his Deferred Stock Unit Account, or (ii) a single distribution of his Deferred Stock Unit Account in the form of the Company's restricted common stock. The number of shares of common stock to be issued will be equal to the number of Deferred Stock Units credited to the Director's Account. |
2. Options for 20,000 shares were issued on August 24, 2001 in three groupings with per share exercise prices of $13.75, $15.00 and $16.25, respectively. The right to exercise these options will vest over four years from August 24, 2001, with 25% of each grouping vesting at the end of each of the first four years following the date of grant, and will expire on the earlier of (i) sixty days after the date Mr. Davido is no longer a Director of Stage Stores, Inc. or (ii) ten years from the date of grant. |
3. Additional options for 2,500 shares were issued on May 29, 2003 with per share exercise price of $22.18. The term of this stock option is ten (10) years from the date of the grant of stock option (the "Option Term"). The stock option may not be exercised after the expiration of its Option Term (May 29, 2013). The stock option shall vest and become exercisable by Director according to the following: (1) 2 years from the date of grant (May 29, 2005), 50% of option shares may be exercised and (2) 4 years from the date of grant (May 29, 2007), 100% of the option shares may be exercised. |
Scott J. Davido | 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. |