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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 | ||||||||
Forward Contract (right/obligation to sell) | (1) (2) (3) | 08/19/2005 | J | 94,337 (1) (2) (3) | 08/19/2010 | 08/19/2010 | Common Stock | 94,337 | (1) (2) (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GLENN MICHAEL B 2801 EAST BELTLINE, N.E. GRAND RAPIDS, MI 49525 |
President and COO |
/s/ Matthew J. Missad, as Attorney in Fact for Michael B. Glenn | 08/23/2005 | |
**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) | On August 19, 2005, Michael B. Glenn entered into a pre-paid variable forward sale contract ("Contract") with Bear Stearns & Co., Inc. ("Bear"). Pursuant to the Contract, Mr. Glenn has pledged 94,337 shares of Common Stock of Universal Forest Products, Inc. to secure his obligation to deliver a maximum of 94,337 shares of Common Stock on August 16, 2010 (the "Settlement Date"). The 94,337 shares represent approximately 28% of the combined number of shares of Common Stock of the Company currently owned and subject to options held by Mr. Glenn. Prior to the Settlement Date, Mr. Glenn retains voting control over the 94,337 shares subject to the Contract. In exchange for his agreement, Mr. Glenn will receive on or about August 24, 2005 approximately $3,670,760.00 representing approximately 79% of the value of 94,337 shares of Common Stock on August 19, 2005. |
(2) | Mr. Glenn may settle this Contract by a cash payment to Bear or by the delivery of shares in August 2010. The actual cash amount or number of shares that Mr. Glenn is obligated to deliver in 2010 varies based on the price of the Common Stock on the Settlement Date (the "Settlement Price"). *If the Settlement Price is at or about $73.9287 per share (the "Ceiling Price"), Mr. Glenn is obligated to deliver a number of shares equal to the product of (a) 94,337 and (b) the ratio that is obtained by dividing the sum (x) $49.2858 per share (the "Floor Price") and (y) the difference between the Settlement Price and the Ceiling Price, by the Settlement Price; and |
(3) | If the Settlement Price is between the Floor Price and the Ceiling Price, Mr. Glenn is obligated to deliver a number of shares equal to the product of (a) 94,337 and (b) the ratio that is obtained by dividing the Floor Price by the Settlement Price; and *If the Settlement Price is at or below the Floor Price, Mr. Glenn is obligated to deliver 94,337 shares. The number of shares of Common Stock to be delivered to Mr. Glenn is subject to adjustment in the case of certain antidulutive and extraordinary events and the payment of increased dividends by the Company on the Common Stock. |