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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to purchase) | $ 5.97 | 07/29/2005 | A | 12,004 | (1) | 10/15/2012 | Common Stock | 12,004 | $ 0 | 12,004 | D | ||||
Phantom Stock | (2) | 07/29/2005 | A(3) | 33,187.28 | (3) | (3) | Common Stock | 33,187.28 | $ 0 | 33,187.28 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CLARIOND EUGENIO BATALLON SAN PATRICIO #111 PISO 26, VALLE OTE GARZA GARCIA, NUEVO LEON, O5 66269 |
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/s/ Robert E. Crawford, Jr. as attorney-in-fact for Eugenio Clariond | 08/02/2005 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This option was granted in connection with the spin-off of Chaparral Steel Company from Texas Industries, Inc. (TXI) as a substitute for unvested TXI options owned by the reporting person prior to the spin-off. The option becomes exercisable in three annual installments beginning on October 15, 2005, in the amounts of 4,002; 4,001 and 4,001 shares for each respective year. |
(2) | These phantom stock units convert to shares of common stock on a one-for-one basis. |
(3) | These phantom stock units were credited to the reporting person's Chaparral Steel Company deferred compensation account in connection with the spin-off of Chaparral from Texas Industries, Inc. (TXI) as a substitute for the TXI phantom stock held by the reporting person. The amount of phantom stock units credited is related to the number of phantom stock units of TXI allocated to the reporting person's TXI deferred compensation account prior to the spin-off. These phantom stock units were credited to the reporting person's Chaparral Steel Company account on July 29, 2005. The phantom stock units are to be settled 30 days after the reporting person ceases to be a member of the Board of Directors. |