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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) | 12/21/2006 | J | 0 (1) (2) | (1)(2) | (1)(2) | Common Stock | (1) (2) | (1) (2) | 0 (1) (2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GRODMAN MARC 481 EDWARD H. ROSS DRIVE ELMWOOD PARK, NJ 07407 |
X | X | President, CEO | |
| /s/ Roger Tolins - Attorney-in-Fact for Marc D. Grodman | 01/22/2009 | |
| **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 October 12, 2006, Marc D. Grodman established a Rule l0b-5-1 Sales Plan with Bear Stearns & Co., Inc. ("Bear Stearns") to facilitate sales of a variable number of Dr. Grodman's shares of BRLI Common Stock (up to 200,000 shares) in variable pre-paid forward transactions ("Forward Transactions") at a minimum per share sale price as specified in the Sales Plan. In connection with the contemplated Forward Transactions, Dr. Grodman pledged 200,000 shares of his BRLI Common Stock to secure his obligation to deliver a maximum aggregate 200,000 shares of Common Stock to Bear Stearns on the final settlement dates (varying from 23 to 25 months after each sale). The Sales Plan was terminated on December 21, 2006 at which date an aggregate 175,936 shares had been sold pursuant to the Forward Transactions. (Continued - Footnote 2) |
| (2) | As prepayment for the pledge of these shares, Bear Stearns paid Dr. Grodman approximately $3,950,000 or approximately $22.46 per share. The number of shares that Dr. Grodman will be obligated to deliver on the final settlement dates will vary based upon the market price of the Common Stock on such settlement dates. Dr. Grodman will benefit from any excess in the market prices of the Common Stock at the final settlement dates to the extent such prices exceed approximately $25.30 up to approximately $30.38 per share, by being able to deliver fewer shares. Until the final settlement dates, Dr. Grodman is deemed the beneficial owner of the pledged shares. |
| (3) | Includes 173,467 shares owned directly by Dr. Grodman's wife and 53,200 shares owned by their children. The reporting person disclaims beneficial ownership of these 226,667 shares. |
| Remarks: Based on the closing price for BRLI Common Stock on the NASDAQ Global Market System on November 18, 2008, the settlement date with respect to the first 66,666 shares of the aggregate 175,936 shares sold, Dr. Grodman transferred 66,666 of the pledged shares to Bear Stearns, now a division of J.P. Morgan, for which he had received a prepayment of $1,497,343. The net effect to Dr. Grodman is that on the initial settlement date, he sold 66,666 shares at a price of $22.46 per share. Based on the closing price for BRLI Common Stock on the NASDAQ Global Market System on December 18, 2008, the settlement date with respect to the second 66,666 shares of the aggregate 175,936 shares sold, Dr. Grodman was obliged to deliver only 63,976 of the pledged shares to Bear Stearns, now a division of J.P. Morgan, for which he had received a prepayment of $1,497,272. The net effect to Dr. Grodman is that on the second settlement date, he sold 63,976 shares at a price of $23.40 per share. Based on the closing price for BRLI Common Stock on the NASDAQ Global Market System on January 21, 2009, the settlement date with respect to the final 42,603 shares of the 175,936 shares sold, as of January 21, 2009, Dr. Grodman transferred 42,603 of the pledged shares to the Bear Stearns division of J.P. Morgan for which he had received a prepayment of $953,941. The net effect to Dr. Grodman is that on the third (final) settlement date, he sold 42,603 shares at a price of $22.39 per share. | |