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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 | ||||||||
Class A Preferred Stock | $ 0 | 02/06/2013 | C(4) | 12,983,602 | 01/01/2013 | 02/12/2013 | Common Stock, par value $0.01 | 1,366,694 (3) | $ 0 | 0 | I | By S. Kent Rockwell Revocable Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROCKWELL S KENT 127 INDUSTRY BOULEVARD NORTH HUNTINGDON, PA 15642 |
X | Chair and CEO |
/s/ JoEllen Lyons Dillon, attorney-in-fact for S. Kent Rockwell | 05/01/2013 | |
**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) | This Form 4 amends the Form 4 filed by Mr. Rockwell on February 13, 2013 to correct the transaction date. |
(2) | S. Kent Rockwell is the beneficiary of the S. Kent Rockwell Revocable Trust, which is the indirect, sole stockholder of Rockwell Forest Products, Inc. and Rockwell Holdings, Inc. which are the record holders of the shares beneficially owned by Mr. Rockwell. This filing includes Rockwell Forest Products as the 10% holder of 4,176,000 shares. Mr. Rockwell disclaims beneficial ownership of the S. Kent Rockwell Revocable Trust, and this report shall not be deemed to be an admission that Mr. Rockwell is the beneficial owner of the securities owned by the S. Kent Rockwell Revocable Trust for purposes of Section 16 or for any other purpose. |
(3) | S. Kent Rockwell is the beneficiary of the S. Kent Rockwell Revocable Trust, which is the indirect, sole stockholder of Rockwell Holdings, Inc. which was the record holder of the preferred shares that were converted into common shares and is the record holder of the resulting common shares. Mr. Rockwell disclaims beneficial ownership of the S. Kent Rockwell Revocable Trust, and this report shall not be deemed to be an admission that Mr. Rockwell is the beneficial owner of the securities owned by the S. Kent Rockwell Revocable Trust for purposes of Section 16 or for any other purpose. |
(4) | This Form 4 amends the Form 4 filed by Mr. Rockwell on February 13, 2013 to correct the transaction codes in columns 4 and 5 of Table II. |
Remarks: Exhibit List: Exhibit 24 -Power of Attorney |