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
DDR CORP [ DDR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2014 | ||||||||||||||||||||||||||
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 | ||||||||
Call Option (obligation to sell) | $15.6016 | 08/08/2014 | E | V | 6,810,538 | (1)(2)(3) | (1)(2)(3) | Common Stock | 6,810,538 | $0.00 | 0 | D | |||
Call Option (obligation to sell) | $15.5692 | 08/08/2014 | S | 6,810,538 | (4)(5)(6) | (4)(5)(6) | Common Stock | 6,810,538 | $0.00 | 6,810,538 | D |
Explanation of Responses: |
1. On August 8, 2014, the covered call option written by Mr. Alexander Otto ("Mr. Otto") pursuant to the second amended covered call option agreement (the "Second Amended Covered Call Agreement"), dated June 18, 2013, to cover a period of 12 months, was cancelled and rolled forward into the Third Amended Covered Call Agreement (as defined and discussed in Footnotes 3 and 4). Pursuant to the Second Amended Covered Call Agreement, Mr. Otto wrote a covered call option with respect to 6,810,538 shares beneficially owned by Mr. Otto, which was separated into 15 separate components containing an aggregate amount of 6,810,538 call options: 14 of which contain 454,035 call options and 1 of which contains 454,048 call options. (Continued to Footnote 2) |
2. (Continued from Footnote 1) All of the call options under the Second Amended Covered Call Agreement had an exercise price of $15.6016 per share, which was determined on June 18, 2013. There was no premium for Mr. Otto under the Second Amended Covered Call Agreement. (Continued to Footnote 3) |
3. (Continued from Footnote 2) Each of the 14 components containing 454,035 call options would have expired on August 15, 18, 19, 20, 21, 22, 25, 26, 27, 28 and 29, 2014 and September 2, 3, and 4, 2014, respectively, and the component containing 454,048 call options would have expired on September 5, 2014 (for each component, the "Second Amended Expiration Date"). The call options constituting each component of the covered call option could have been exercised only on the Second Amended Expiration Date for that component. The underlying shares with respect to the options are pledged by Mr. Otto until such time as the options expire. (Continued to Footnote 4) |
4. (Continued from Footnote 3) On August 8, 2014, Mr. Otto rolled forward the Second Amended Covered Call Agreement by amending and restating the terms and conditions of the Second Amended Covered Call Agreement (as amended and restated, the "Third Amended Covered Call Agreement"). In the Third Amended Covered Call Agreement, the exercise price was decreased and the expiration or maturity dates of the call options were extended. The amount of shares subject to the Third Amended Covered Call Agreement remains the same. Pursuant to the Third Amended Covered Call Agreement, Mr. Otto wrote a covered call option with respect to 6,810,538 shares beneficially owned by Mr. Otto, which is separated into 15 separate components containing an aggregate amount of 6,810,538 call options: 14 of which contain 454,035 call options and 1 of which contains 454,048 call options. (Continued to Footnote 5) |
5. (Continued from Footnote 4) All of the call options under the Third Amended Covered Call Agreement have an exercise price of $15.5692, which was determined on August 8, 2014. There is no premium for Mr. Otto under the Third Amended Covered Call Agreement. (Continued to Footnote 6) |
6. (Continued from Footnote 5) Each of the 14 components containing 454,035 call options expires on August 17, 18, 19, 20, 21, 24, 25, 26, 27, 28, and 31, 2015 and September 1, 2 and 3, 2015, respectively, and the component containing 454,048 call options expires on September 4, 2015 (for each component, the "Third Amended Expiration Date"). The call options constituting each component of the covered call option may be exercised only on the Third Amended Expiration Date for that component. The underlying shares with respect to the options are pledged by Mr. Otto until such time as the options expire. |
Remarks: |
/s/ Henning Eggers, By: Henning Eggers, managing director of KG CURA Vermogensverwaltung G.m.b.H. & Co,, For: Alexander Otto | 08/12/2014 | |
** 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. |