| 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
Marvel Entertainment, Inc. [ MVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2009 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 04/30/2009 | M | 166,667 | A | $25 | 373,022 | D | |||
| Common Stock | 04/30/2009 | M | 166,666 | A | $30 | 539,688 | D | |||
| Common Stock | 04/30/2009 | F | 312,184 | D | $31.03 | 227,504 | D | |||
| Common Stock | 04/30/2009 | J(1) | 21,149 | D | $0 | 206,355 | D | |||
| Common Stock | 04/30/2009 | J(1) | 21,149 | A | $0 | 28,681,430 | I(2) | Held by or through Mr. Permlutter's trust(2) | ||
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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)(3) | $25 | 04/30/2009 | M | 166,667 | 05/04/2004 | 05/04/2009 | Common Stock | 166,667 | $0(3) | 0(2) | D | ||||
| Stock Option (right to buy)(3) | $30 | 04/30/2009 | M | 166,666 | 05/04/2004 | 05/04/2009 | Common Stock | 166,666 | $0(3) | 0(2) | 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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On April 30, 2009, Mr. Perlmutter did a "net exercise" of 333,333 stock options (each with an expiration date of May 4, 2009). In that "net exercise," Mr. Perlmutter acquired 21,149 shares of common stock. The number of shares acquired was net of the 312,184 shares that Marvel withheld for the payment of the options' exercise price and taxes incident to the exercise. Upon acquisition, the 21,149 shares were immediately transferred by Mr. Perlmutter in a private transaction to the Isaac Perlmutter Trust 01/28/1993, a Florida revocable trust (the "Perlmutter Trust"). The transfer was made by Mr. Perlmutter for estate planning purposes and has no effect on his beneficial ownership of Common Stock. Mr. Perlmutter is the sole beneficiary and a trustee of the Perlmutter Trust. |
| 2. Mr. Perlmutter directly or indirectly owns, or holds options to purchase, 30,152,139 shares of Marvel's common stock. These shares include: (i) 28,887,785 shares held directly or indirectly by Mr. Perlmutter; (ii) 514,354 shares subject to the option described in Table II of the Form 4 filed by Mr. Perlmutter on March 4, 2009; and (iii) 750,000 shares subject to the option described in Table II of the Form 4 filed by Mr. Perlmutter on March 23, 2009. The figures above exclude 166,667 shares subject to an option held by Mr. Perlmutter that expires on May 4, 2009, whose exercise price is $35 per share. See Exhibit 99.2 for details regarding the Reporting Persons' ownership of Common Stock. |
| 3. Grant pursuant to Marvel's 1998 Stock Incentive Plan. |
| /s/ Benjamin Dean, attorney-in-fact for Isaac Perlmutter, the Isaac Perlmutter Trust 01/28/1993 and Object Trading Corp. | 04/30/2009 | |
| ** 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. | ||