Midland Co - Statement of Changes in Beneficial Ownership (4)
03 Avril 2008 - 8:01PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HAYDEN LOIS T
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2. Issuer Name
and
Ticker or Trading Symbol
MIDLAND CO
[
MLAN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
7000 MIDLAND BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/3/2008
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(Street)
AMELIA, OH 45102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/3/2008
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U
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146408
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D
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(1)
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0
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I
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By Spouse as Trustee of Grantor Retained Annuity Trust
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Common Stock
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4/3/2008
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U
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1809660
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D
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(1)
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0
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I
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Through Ltd. Partnerships
(2)
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Common Stock
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4/3/2008
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U
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144412
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D
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(1)
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0
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I
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By Self as Trustee of Grantor Retained Annuity Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
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$16.594
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4/3/2008
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U
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3000
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2/15/2001
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2/15/2011
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Common Stock
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3000
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$48.406
(3)
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0
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I
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By Spouse
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Stock Option
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$20.78
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4/3/2008
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U
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2200
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2/1/2002
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1/31/2012
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Common Stock
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2200
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$44.22
(3)
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0
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I
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By Spouse
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Stock Option
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$17.23
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4/3/2008
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U
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2700
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2/14/2003
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2/13/2013
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Common Stock
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2700
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$47.77
(3)
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0
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I
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By Spouse
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Stock Option
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$24.40
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4/3/2008
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U
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2000
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2/18/2004
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2/17/2014
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Common Stock
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2000
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$40.60
(3)
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0
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I
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By Spouse
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Stock Option
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$33.21
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4/3/2008
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U
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1600
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2/17/2005
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2/16/2015
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Common Stock
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1600
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$31.79
(3)
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0
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I
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By Spouse
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Stock Option
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$32.10
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4/3/2008
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U
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2700
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2/23/2006
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2/24/2016
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Common Stock
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2700
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$32.90
(3)
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0
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I
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By Spouse
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Stock Option
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$44.11
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4/3/2008
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U
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1300
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2/21/2007
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2/21/2017
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Common Stock
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1300
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$20.89
(3)
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0
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I
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By Spouse
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Explanation of Responses:
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(
1)
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Disposed of pursuant to a merger agreement between issuer and an unaffiliated acquiror for a cash payment equal to $65.00 per share.
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(
2)
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Hayden Investment Limited Partnership ("HILP") and J&L Hayden Holdings Limited Partnership ("J&L") are both limited partnerships organized under the laws of Georgia with a principal place of business in Amelia, Ohio. The reporting person has sole investment authority and voting control in HILP and J&L.
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(
3)
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Options, whether vested or unvested, disposed of pursuant to a merger agreement between issuer and an unaffiliated acquiror for a cash payment equal to the product of (i) the number of common shares underlying the unexercised stock option, multiplied by (ii) the excess, if any, of $65.00 over the per share exercise price of such option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HAYDEN LOIS T
7000 MIDLAND BOULEVARD
AMELIA, OH 45102
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X
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Signatures
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Lori Birkenhauer, as Attorney-in-Fact for Lois T. Hayden
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4/3/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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