| 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
THOMAS NELSON INC [ TNM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/12/2006 | ||||||||||||||||||||||||||
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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 | ||||||
| Thomas Nelson Common Stock | 06/12/2006 | M(1) | 2,000 | A | $10.5(2) | 161,399 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | M(1) | 2,000 | A | $12.5625(2) | 163,399 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | M | 2,000 | A | $14.125 | 165,399 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | M | 2,000 | A | $10 | 167,399 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | M | 2,000 | A | $8.375 | 169,399 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | M | 2,000 | A | $6.95 | 171,399 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | M | 2,000 | A | $8.65 | 173,399 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | M | 4,000 | A | $12.5 | 177,399 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | M | 4,000 | A | $18.1 | 181,399 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | M | 4,000 | A | $19.4 | 185,399 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | U(4) | 185,399 | D | $29.85(5) | 0 | D | |||
| Thomas Nelson Common Stock | 06/12/2006 | U(4) | 6,283 | D | $29.85 | 0 | I | Montgomery Bell Academy(6) | ||
| Thomas Nelson Common Stock | 06/12/2006 | U(4) | 6,681 | D | $29.85 | 0 | I | Vanderbilt University(6) | ||
| Thomas Nelson Common Stock | 06/12/2006 | U(4) | 6,356 | D | $29.85(5) | 0 | I | USET Foundation(6) | ||
| Thomas Nelson Class B Common Stock | 06/12/2006 | U(4) | 4,035 | D | $29.85(5) | 0 | D | |||
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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 Buy | $10.5(2) | 06/12/2006 | M(1) | 2,000 | 08/22/1997(3) | 08/22/2006 | Thomas Nelson Common Stock | 2,000 | $10.5(2) | 0 | D | ||||
| Stock Option - right to buy | $12.5625 | 06/12/2006 | M | 2,000 | 08/21/1998 | 08/21/2007 | Thomas Nelson Common Stock | 2,000 | $12.5625 | 0 | D | ||||
| Stock Option - right to buy | $14.125 | 06/12/2006 | M | 2,000 | 08/20/1999 | 08/20/2008 | Thomas Nelson Common Stock | 2,000 | $14.125 | 0 | D | ||||
| Stock Option - right to buy | $10 | 06/12/2006 | M | 2,000 | 08/19/2000 | 08/19/2009 | Thomas Nelson Common Stock | 2,000 | $10 | 0 | D | ||||
| Stock Option - right to buy | $8.375 | 06/12/2006 | M | 2,000 | 08/17/2001 | 08/17/2010 | Thomas Nelson Common Stock | 2,000 | $8.375 | 0 | D | ||||
| Stock Option - right to buy | $6.95 | 06/12/2006 | M | 2,000 | 08/23/2002 | 08/23/2011 | Thomas Nelson Common Stock | 2,000 | $6.95 | 0 | D | ||||
| Stock Option - right to buy | $8.65 | 04/10/2004 | M | 2,000 | 04/10/2004 | 04/10/2013 | Thomas Nelson Common Stock | 2,000 | $8.65 | 0 | D | ||||
| Stock Option - right to buy | $12.5 | 06/12/2006 | M | 4,000 | 08/21/2004 | 08/21/2013 | Thomas Nelson Common Stock | 4,000 | $12.5 | 0 | D | ||||
| Stock Option - right to buy | $18.1 | 06/12/2006 | M | 4,000 | 08/19/2005 | 08/19/2014 | Thomas Nelson Common Stock | 4,000 | $18.1 | 0 | D | ||||
| Stock Option - right to buy | $19.4 | 06/12/2006 | M | 4,000 | 08/18/2006 | 08/18/2015 | Thomas Nelson Common Stock | 4,000 | $19.4 | 0 | D | ||||
| Phantom Stock Units | $0 | 06/12/2006 | J(7) | 556 | 09/30/1998 | 08/19/2009 | Thomas Nelson Common Stock | 556 | $29.85 | 0 | D | ||||
| Explanation of Responses: |
| 1. Exercise of in-the-money stock option as part of tender offer to take company private is reported as a disposition of a derivative security and an acquisition of a Direct Interest in the underlying shares |
| 2. Option strike price was determined at FMV on date of grant |
| 3. Options are exercisable in 1 year from date of grant. All options have accelerated vesting as a result of the change in control with the tender offer to take the company private. |
| 4. Dispositon pursuant a tender of shares in a change of control transaction |
| 5. Price was determiend at $29.85 per tender offer in a change of control transaction |
| 6. Indirect ownership is attributed to the entity by virtue of the reportable person acting as a Director or Trustee of the organization |
| 7. Phantom stock units were settled in cash , 1 unit for 1 share, at the tender offer price of $29.85 for all units |
| Remarks: |
| Reportable person has a Power of Attorney on file with the security issuer that authorizes and designates Joe Powers or Les Hottovy to sign on his behalf. |
| Les Hottovy, Power of Attorney for Brownlee O. Currey, Jr. | 06/14/2006 | |
| ** 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. | ||