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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 | ||||||||
Phantom Stock (1) | (2) | 12/26/2006 | A | 36,075 | (3) | (1) | Common Stock | 36,075 | $ 0 | 36,075 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Tonnesen Mark Kristian 101 S. STRATFORD ROAD WINSTON SALEM, NC 27104 |
X | Pres. & CEO of TGI & Subs |
Julia Turner; Earl Wall | 12/28/2006 | |
**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) | The issuer and Mr. Tonnesen amended a prior letter agreement and also entered into a Phantom Stock Award Agreement. Pursuant to the amendment, Mr. Tonnesen forfeited to the issuer the 36,075 shares of restricted stock previously granted. Mr. Tonnesen has now been awarded Phantom Stock rights with respect to 36,075 shares of common stock of the issuer under the issuer's 2006 Long-Term Stock Incentive Plan. The purpose of the Phantom Stock Award Agreement and the amendment is to resolve an ambiguity in the prior agreement and to preserve tax deductibility of certain equity awards pursuant to IRC 162(m). Please refer to the issuer's Form 8-K filed December 28, 2006 for more detailed information. |
(3) | 50% vests on 9/13/07 and the remaining 50% vests on 9/13/08. |
(2) | Each share of phantom stock is the economic equivalent of one share of issuer common stock. |