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
BARRY R G CORP /OH/ [ DFZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/11/2010 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Restricted Stock Units(1) | (2) | 11/11/2010 | A | 3,589 | (3) | (3) | Common Shares | 3,589 | $0 | 3,589 | D | ||||
Restricted Stock Units(4)(5)(6) | (2) | 11/11/2010 | A | 761 | (3) | (3) | Common Shares | 761 | $0 | 761 | D |
Explanation of Responses: |
1. Award of fully vested restricted stock units issued to the reporting person pursuant to the R.G. Barry Corporation (the "Company") Amended and Restated 2005 Long-Term Incentive Plan as part of his annual non-employee director compensation. |
2. Each restricted stock unit represents a contingent right to receive one common share. |
3. Under the Company's Amended and Restated Deferral Plan (the "Deferral Plan"), recipients of restricted stock unit awards may elect to defer the receipt of common shares that otherwise would be received by the recipient upon the vesting of his or her restricted stock units until the director's separation from service as a director. |
4. Award of fully vested restricted stock units granted to the reporting person for previously paid cash dividends on deferred restricted stock units under the the Deferral Plan. |
5. Under the Company's Deferral Plan, recipients of restricted stock unit awards may elect to defer the receipt of common shares that would otherwise have been received by the recipient upon the vesting of his or her restricted stock units. Previously, any vested restricted stock unit awards that were deferred were not eligible to receive dividends during the period in which they were deferred. However, on November 11, 2010, the Company's Board of Directors determined that restricted stock units deferred under the Deferral Plan will be eligible for the receipt of dividends paid on common shares. The Board determined to award participants in the Deferral Plan an amount of fully vested and unrestricted common shares or restricted stock units having a value equal to amount of dividends the participant would have received receive on deferred restricted stock units had dividends been paid previously. |
6. Award amount for the reporting person reflects the aggregate total amount of cash dividends that previously would have been paid by the Company to the reporting person on deferred restricted stock units, divided by the closing price of the Company's common shares on the award grant date. |
/s/ Gary L. Sandefur, Attorney in Fact for David P. Lauer | 11/15/2010 | |
** 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. |