FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Husman George E
2. Issuer Name and Ticker or Trading Symbol

ZOLTEK COMPANIES INC [ ZOLT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Technology Officer
(Last)          (First)          (Middle)

3101 MCKELVEY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2014
(Street)

ST. LOUIS, MO 63044
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/28/2014     D    22764   D   (1) 0   D    
Common Stock   2/28/2014     D    624   D   (1) 0   I   Spouse/IRA  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $7.09   2/28/2014     D         7500      (2) 2/3/2018   Common Stock   7500     (2) 0   D    
Stock Option (Right to Buy)   $5.72   2/28/2014     D         18270      (2) 11/24/2021   Common Stock   18270     (2) 0   D    
Stock Option (Right to Buy)   $14.58   2/28/2014     D         7500      (2) 2/5/2017   Common Stock   7500     (2) 0   D    
Stock Option (Right to Buy)   $11.94   2/28/2014     D         7500      (2) 1/19/2016   Common Stock   7500     (2) 0   D    
Stock Option (Right to Buy)   $8.52   2/28/2014     D         7500      (2) 2/10/2015   Common Stock   7500     (2) 0   D    
Stock Option (Right to Buy)   $5.72   2/28/2014     D         25000      (2) 1/29/2017   Common Stock   25000     (2) 0   D    
Stock Option (Right to Buy)   $31.07   2/28/2014     D         15000      (2) 2/22/2017   Common Stock   15000     (2) 0   D    
Stock Option (Right to Buy)   $5.72   2/28/2014     D         12500      (2) 11/24/2021   Common Stock   12500     (2) 0   D    
Stock Option (Right to Buy)   $5.47   2/28/2014     D         7500      (3) 2/25/2014   Common Stock   7500     (3) 0   D    

Explanation of Responses:
( 1)  Pursuant to the Agreement and Plan of Merger, dated as of September 27, 2013 (the "Merger Agreement"), by and among Zoltek Companies, Inc. ("Zoltek"), Toray Industries, Inc. ("Parent") and TZ Acquisition Corp. ("Merger Sub"), Merger Sub merged with and into Zoltek with Zoltek continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the "Merger"). Upon the effective time of the Merger, each share of Zoltek common stock was cancelled and converted into the right to receive $16.75 in cash, without interest.
( 2)  Pursuant to the Merger Agreement, each outstanding option to acquire shares of Zoltek common stock, whether or not then vested or exercisable, was cancelled and converted into the right to receive an amount in cash equal to $16.75, without interest, for each share issuable upon exercise of the option less the per-share exercise price for each share issuable upon exercise of the option. In the event that the exercise price of an outstanding option to acquire shares of Zoltek common stock was equal to or greater than $16.75, such option was cancelled without payment therefor.
( 3)  In connection with the Merger and the expiration of these options, Zoltek made a payment to the reporting person equal to $16.75 for each share of Zoltek common stock issuable upon exercise of the option less the per-share exercise price for each share issuable upon exercise of the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Husman George E
3101 MCKELVEY ROAD
ST. LOUIS, MO 63044
X
Chief Technology Officer

Signatures
/s/ George E. Husman 3/21/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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