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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 Options | $ 19.93 | 05/16/2013 | M(1) | 26,580 | (5) | 10/31/2015 | Common Stock | 26,580 | $ 0 | 0 | D | ||||
| Stock Appreciation Rights | $ 25.805 | 05/16/2013 | M(1) | 100,000 | (6) | 02/22/2016 | Common Stock | 100,000 | $ 0 | 13,600 | I | By Barry-Wehmiller Trust | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Stroup John S 7733 FORSYTH BOULEVARD, SUITE 800 ST. LOUIS, MO 63105 |
X | President and CEO | ||
| /s/ Brian E. Anderson, attorney-in-fact for John S. Stroup | 05/17/2013 | |
| **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 exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 12, 2011. |
| (2) | The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 12, 2011. |
| (3) | This represents the difference between the number of SARs exercised (100,000) and the number of shares issued as a result of the exercise (27,474). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($54.655) and the exercise price ($25.805). Additional shares are then withheld to satisfy the Company's tax withholding obligations. |
| (4) | This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $54.80 to $55.4095. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which transactions were effected. |
| (5) | One-third of the original grant of 351,580 stock options vested on the first (10/31/2006), second (10/31/2007), and third (10/31/2008) anniversaries of the grant. |
| (6) | From the original grant of 113,600 SARs, 37,867 became exercisable on February 22, 2007, 37,867 became exercisable on February 22, 2008 and 37,866 became exercisable on February 22, 2009. |