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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 | $ 0.28 | 11/14/2005 | D(1) | 1,500,000 | (2) | (3) | Common Stock | 1,500,000 | (4) | 0 | D | ||||
Warrants | $ 0.29 (5) | 11/14/2005 | D(1) | 1,509,018 (5) | (6) | 08/19/2022 | Common Stock | 1,509,018 (5) | (7) | 0 | D | ||||
Stock Appreciation Right | $ 0.54 | 11/14/2005 | D(1) | 1,000,000 | (8) | 08/09/2015 | Common Stock | 1,000,000 | (9) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ANDRUSKEVICH THOMAS A 14051 N.W. 14TH STREET SUITE 200 SUNRISE, FL 33323 |
X | President & CEO |
Marc Weinstein on behalf of Thomas A. Andruskevich by power of attorney. | 11/16/2005 | |
**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) | As of November 14, 2005, Mayor's Jewelers, Inc. ("Mayor's") merged with a wholly-owned subsidiary of Henry Birks & Sons Inc. ("Birks"), and the Reporting Person received shares in Birks in exchange for his Mayor's shares. |
(2) | All options are currently exercisable. |
(3) | Options expire ten (10) years after October 1, 2002 or two (2) years after termination of employment (with some exclusions). |
(4) | This option was assumed by Birks in the merger and replaced with an option to purchase 130,425 shares of Birks Class A Voting Stock for $3.22 per share. |
(5) | This warrant was originally granted at a price of $0.30 and in the amount of 1,500,000. The price and amount stated herein is a result of an anti-dilution provision in the warrant agreement. |
(6) | All warrants are currently exercisable. |
(7) | This warrant was assumed by Birks in the merger and replaced with a warrant to purchase 131,209 shares of Birks Class A Voting Stock for $3.34 per share. |
(8) | The stock appreciation right is exercisable in the following amounts on the following exercise dates: 333,333 1/3 on March 31, 2006; 333,333 1/3 on March 31, 2007; 333,333 1/3 on March 31, 2008. |
(9) | This stock appreciation right was assumed by Birks in the merger and replaced with a stock appreciation right to purchase 86,950 shares of Birks Class A Voting Stock for $6.21 per share. |