| 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) 02/03/2005 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock, par value $0.001 per share | 02/03/2005 | X | 46,902 | A | $7.02 | 62,879 | D | |||
| Class A Common Stock, par value $0.001 per share | 02/03/2005 | S | 30,000 | D | $25.7981 | 32,879 | D | |||
| Class A Common Stock, par value $0.001 per share | 02/04/2005 | X | 37,720 | A | $7.02 | 70,599 | D | |||
| Class A Common Stock, par value $0.001 per share | 02/04/2005 | S | 24,127 | D | $26.0539 | 46,472 | D | |||
| Class A Common Stock, par value $0.001 per share | 02/04/2005 | X | 88,915 | A | $12.23 | 135,387 | D | |||
| Class A Common Stock, par value $0.001 per share | 02/04/2005 | S | 56,873 | D | $26.0539 | 78,514 | D | |||
| Class A Common Stock, par value $0.001 per share | 19,125 | I | By Trust(1)(2) | |||||||
| Class A Common Stock, par value $0.001 per share | 4,600 | I | By Spouse | |||||||
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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 | ||||||||
| Employee Stock Option (right to buy) | $12.23 | 02/04/2005 | X | 88,915 | (3) | 07/01/2005 | Class A Common Stock | 88,915 | $12.23 | 88,915 | D | ||||
| Employee Stock Option (right to buy) | $7.02 | 02/03/2005 | X | 84,633 | (4) | 04/15/2007 | Class A Common Stock | 84,622 | $7.02 | 0 | D | ||||
| Employee Stock Option (right to buy) | $18 | (5) | 10/09/2007 | Class A Common Stock | 398,583 | 398,583 | 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 | (6) | 10/21/2009 | Class A Common Stock | 50,000 | 50,000 | D | ||||||||
| Employee Stock Option (right to buy) | $18.5 | (7) | 09/28/2010 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
| Employee Stock Option (right to buy) | $38.9 | (8) | 10/23/2012 | Class A Common Stock | 25,000 | 25,000 | D | ||||||||
| Employee Stock Option (right to buy) | $39.15 | (9) | 02/04/2013 | Class A Common Stock | 60,000 | 60,000 | D | ||||||||
| Employee Stock Option (right to buy) | $41.51 | (10) | 02/28/2013 | Class A Common Stock | 15,000 | 15,000 | D | ||||||||
| Employee Stock Option (right to buy) | $26.73 | 06/30/2005 | 02/02/2015 | Class A Common Stock | 50,000 | 50,000 | D | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 persons disclaim beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 2. These securities are owned by The Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996. The spouse of Timothy S. Webster is a co-trustee of such trust and the beneficiaries of such trust are the children of Timothy S. Webster. Each of the other reporting persons on this Form 4 disclaims ownership except to the extent of his or her pecuniary interests therein. |
| 3. The option vests in five equal annual installments beginning on July 1, 1996. |
| 4. The option vests in three equal installments on the following dates: April 15, 1997, April 15, 1998 and October 30, 1998. |
| 5. The option vests in five equal annual installments beginning on October 9, 1998. |
| 6. The option vests in three equal annual installments beginning on October 21, 2000. |
| 7. The option vests 50% on September 28, 2000, and the remainder in two equal annual installments beginning on September 28, 2001. |
| 8. The option vests on October 23, 2002, and is exercisable on and after April 23, 2003. |
| 9. The option vests 25% on February 4, 2003, and the remainder in three equal annual installments beginning on February 4, 2004. |
| 10. The option vests 25% on February 28, 2003, and the remainder in three equal annual installments beginning on February 28, 2004. |
| Remarks: |
| Names of Joint Filers: The Timothy S. Webster Family Gift Trust of 1996, dated September 27, 1996, Kristin D. Webster and James A. Heeter, co-trustees |
| /s/ Timothy S. Webster | 02/07/2005 | |
| /s/ Timothy S. Webster, as attorney in fact for the foregoing persons or entities (power of attorney previously filed) | 02/07/2005 | |
| ** 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. | ||