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
MEADOW VALLEY CORP [ MVCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/02/2009 | ||||||||||||||||||||||||||
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 | 02/02/2009 | 02/02/2009 | D | 140,196 | D | $11.25(1) | 0 | D |
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) | $10.11 | 02/02/2009 | 02/02/2009 | D | 10,000 | (2) | 11/30/2011 | Common stock | 10,000 | (2) | 0 | D |
Explanation of Responses: |
1. On February 2, 2009, Phoenix Merger Sub, Inc. ("Merger Sub") was merged (the "Merger") with and into Meadow Valley Corporation ("Meadow Valley") pursuant to the Agreement and Plan of Merger, dated as of July 28, 2008, among Meadow Valley, Merger Sub and Phoenix Parent Corp. (n/k/a Meadow Valley Parent Corp.) ("Parent"). In connection with the consummation of the Merger, the reporting person contributed to the owner of Parent 117,163 shares of Meadow Valley common stock in exchange for membership interests in the owner of Parent. 22,984 shares of Meadow Valley common stock beneficially owned by the reporting person were automatically canceled and converted into the right to receive the merger consideration of $11.25 in cash, without interest and less applicable withholding taxes. The remaining shares of Meadow Valley common stock beneficially owned by the reporting person were disposed of prior to the consummation of the Merger. |
2. These options to purchase common stock provided vesting in installments of 3,333, 3,333 and 3,334 on November 30, 2007, 2008 and 2009, repectively. On February 2, 2009, in connection with the consummation of the Merger, the reporting person contributed to the owner of Parent 10,000 unexercised options to acquire Meadow Valley common stock in exchange for membership interests in the owner of Parent. |
Remarks: |
/s/ David D. Doty, Attorney-in-fact | 02/04/2009 | |
** 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. |