Amended Statement of Changes in Beneficial Ownership (4/a)
February 19 2015 - 12:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
MARTIN GARY L
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2. Issuer Name
and
Ticker or Trading Symbol
ALAMO GROUP INC
[
ALG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2301 VERSAILLES CT.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/16/2014
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(Street)
HEATH, TX 75032
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/18/2014
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Derivative (Right to Buy) for directors
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$25.18
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12/16/2014
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J
(1)
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5000
(2)
(4)
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5/7/2008
(2)
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5/6/2017
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Common Stock
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5000
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$0
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0
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D
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Derivative (Right to Buy) for directors
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$11.45
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12/16/2014
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J
(1)
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3864
(3)
(4)
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5/11/2010
(3)
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5/11/2019
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Common Stock
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3864
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$0
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4136
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D
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Explanation of Responses:
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(
1)
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On December 16, 2014, the Issuer's Board of Directors approved the transfer of options to acquire 8,864 shares of the Issuer's common stock from the Reporting Person to Capital Southwest Corporation ("CSW"), pursuant to an agreement entered into between the Reporting Person and CSW stipulating that the transferred options are intended to be for the benefit of CSW, and the balanace is intended to be for the benefit of the Reporting Person. The Reporting Person is the former Chairman of the Board, President and Chief Executive Officer of CSW. The transferred options will be subject to the lock-up agreement dated November 12, 2014 entered into by CSW with the underwriters of shares of the Issuer's common stock that CSW sold in a public offering on November 12, 2014.
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(
2)
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These options were originally granted to the Reporting Person on May 7, 2007 pursuant to the Alamo Group Inc. First Amended and Restated 1999 Non-Qualified Stock Option Plan. These options vested in five equal annual installments beginning on May 7, 2008.
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(
3)
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These options were originally granted to the Reporting Person on May 11, 2009 pursuant to the Alamo Group Inc. First Amended and Restated 1999 Non-Qualified Stock Option Plan. These options vested in 5 equal annual installments beginning on May 11, 2010.
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(
4)
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These options were inadvertently reported in subcolumn (A) of Column 5 of Table II in the original Form 4 filed by the reporting person on December 18, 2014 to report this transaction. This amendment is being filed to correctly report these options in subcolumn (D) of Column 5 of Table II to show that the reporting person disposed of these options on December 16, 2014.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MARTIN GARY L
2301 VERSAILLES CT.
HEATH, TX 75032
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X
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Signatures
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Kelly Watson (Power of Attorney attached)
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2/19/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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