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 ITALIAN PASTA CO [ PLB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/02/2005 | ||||||||||||||||||||||||||
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 | ||||||
Class A Convertible Common Stock, par value $0.001 per share | 123,701 | D(1) | ||||||||
Class A Convertible Common Stock, par value $0.001 per share | 21,406 | I | By wife(2) | |||||||
Class A Convertible Common Stock, par value $0.001 per share | 5,000 | I | By son | |||||||
Class A Convertible Common Stock, par value $0.001 per share | 8,066 | I | By daughter |
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) | $12.23 | (3) | 07/01/2005 | Class A Common Stock | 88,915 | 88,915 | D | ||||||||
Employee Stock Option (right to buy) | $18 | (4) | 10/09/2007 | Class A Common Stock | 275,942 | 275,942 | D | ||||||||
Employee Stock Option (right to buy) | $25 | 10/21/1999 | 10/21/2009 | Class A Common Stock | 50,000 | 50,000 | D | ||||||||
Employee Stock Option (right to buy) | $25 | (5) | 10/21/2009 | Class A Common Stock | 50,000 | 50,000 | D | ||||||||
Employee Stock Option (right to buy) | $18.5 | (6) | 09/28/2010 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
Employee Stock Option (right to buy) | $38.9 | (7) | 10/23/2012 | Class A Common Stock | 15,000 | 15,000 | D | ||||||||
Employee Stock Option (right to buy) | $34.35 | (8) | 01/14/2013 | Class A Common Stock | 75,000 | 75,000 | D | ||||||||
Employee Stock Option (right to buy) | $26.73 | 02/02/2005 | A | 30,000 | 06/30/2005 | 02/02/2015 | Class A Common Stock | 30,000 | $26.73 | 30,000 | D |
Explanation of Responses: |
1. Pursuant to a Stockholders Agreement with certain stockholders of the corporation, the reporting person may be deemed to have shared voting and/or investment power over the shares of Class A Common Stock beneficially owned by persons subject to such agreement. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
2. These securities are owned by Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder, U/T/I dated May 24, 1985, who is the wife of Horst W. Schroeder. Each of the other reporting persons on this Form 4 disclaims beneficial ownership except, to the extent of his/her pecuniary interest therein. |
3. The option vests in five equal annual installments beginning on July 1, 1996. |
4. The option vests in three annual installments as follows: 206,956 shares will vest on October 9, 1998, 34,493 shares will vest on October 9, 1999, and 34,493 shares will vest on October 9, 2000. |
5. The option vests in four equal annual installments beginning on October 21, 2000. |
6. The option vests 50% on September 28, 2000, and the remainder in three equal annual installments beginning on September 28, 2001. |
7. The option vests on October 23, 2002, and is exercisable on and after April 23, 2003. |
8. The option vests 25% on January 14, 2003, and the remainder in three equal annual installments beginning on January 14, 2004. |
Remarks: |
Names of Joint Filers: Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder, U/T/I dated May 24, 1985 |
/s/ Horst W. Schroeder by Timothy S. Webster, as attorney in fact pursuant to the Power of Attorney dated February 25, 1998, previously filed. | 02/04/2005 | |
/s/ Horst W. Schroeder, as attorney in fact of the foregoing persons or entities (power of attorney previously filed) | 02/04/2005 | |
** 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. |