- Annual Statement of Changes in Beneficial Ownership (5)
February 05 2010 - 7:07PM
Edgar (US Regulatory)
FORM 5
[ ]
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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Form 3 Holdings Reported
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X
]
Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Expires:
February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Pearce Michael Cooper
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2. Issuer Name
and
Ticker or Trading Symbol
GOLF TRUST OF AMERICA INC [GTA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
213 RHODODENDRON DRIVE
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2009
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(Street)
CHAPEL HILL, NC 27517
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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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Amount
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(A) or (D)
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Price
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Common Stock
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0
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D
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Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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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 at End of Issuer's Fiscal Year
(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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(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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Employee Stock Option
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$2.10
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12/14/2007
(1)
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A4
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91666
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12/14/2013
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12/14/2016
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Common Stock
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91666
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$2.10
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0
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D
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Employee Stock Option
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$1.10
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2/27/2009
(2)
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A4
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28333
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2/27/2011
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2/27/2014
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Common Stock
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28333
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$1.10
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0
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D
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Employee Stock Option
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$1.1
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2/27/2009
(2)
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A4
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28333
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2/27/2012
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2/27/2015
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Common Stock
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28333
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$1.10
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360000
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D
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Explanation of Responses:
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(
1)
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Michael Pearce was awarded a stock option on 12/14/07 covering an aggregate of 275,000 shares. As a result of a misunderstanding of the reporting rules, the reporting person filed a Form 5 on 6/29/09 reporting acquisition of beneficial of ownership of 91,667 of those shares, and a Form 4 on 10/27/09 reporting acquisition of beneficial ownership of 91,667 of those shares, based on the date 60 days before the date the options became exercisable as to those shares rather than on the date the option was first granted as to those shares. This report reflects the reporting person's acquisition of beneficial ownership (as of the option grant date) of the remaining 91,666 shares covered by the option which have not yet been reported or become exercisable.
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(
2)
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Michael Pearce was awarded a stock option on 2/27/09 covering an aggregate of 85,000 shares. As a result of a misunderstanding of the reporting rules, the reporting person filed a Form 4 on 12/30/09 reporting acquisition of beneficial ownership of 28,334 of those shares, based on the date 60 days before the date the options became exercisable as to those shares rather than on the date the option was first granted as to those shares. This report reflects the reporting person's acquisition of beneficial ownership (as of the option grant date) of the remaining 56,666 shares covered by the option which have not yet been reported or become exercisable.
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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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Pearce Michael Cooper
213 RHODODENDRON DRIVE
CHAPEL HILL, NC 27517
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X
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President and CEO
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Signatures
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/s/Michael C. Pearce
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2/5/2010
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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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