Statement of Changes in Beneficial Ownership (4)
March 04 2020 - 5:31PM
Edgar (US Regulatory)
FORM 4
[X]
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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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Ludwig Melissa |
2. Issuer Name and Ticker or Trading Symbol
CSS INDUSTRIES INC
[
CSS
]
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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)
C/O CSS INDUSTRIES, INC., 450 PLYMOUTH ROAD, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2020 |
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(Street)
PLYMOUTH MEETING, PA 19462
(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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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) | 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 |
| Restricted Stock Units | $0.0 | 3/3/2020 | | D | | | 8883 | (1) | (1) | Common Stock ($.10 par value) | 8883.0 | (1) | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the terms of the agreement and plan of merger dated January 20, 2020 by and among CSS Industries, Inc., a Delaware corporation (the "Issuer"), TOM MERGER SUB INC., a Delaware corporation ("Merger Sub") and direct, wholly owned subsidiary of IG Design Group Americas, Inc., a Georgia corporation and wholly owned subsidiary of IG Design Group Plc, a public limited company incorporated and registered in England and Wales, on March 3, 2020, each outstanding restricted stock unit (each, an "Issuer RSU") became fully vested and was cancelled in exchange for a cash payment, without interest and less applicable tax withholding, equal to the product of (A) $9.40, multiplied by (B) the number of shares of the Issuer's common stock subject to such Issuer RSU immediately prior to the effective time of the merger of Merger Sub with and into the Issuer on March 3, 2020. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ludwig Melissa
C/O CSS INDUSTRIES, INC.
450 PLYMOUTH ROAD, SUITE 300
PLYMOUTH MEETING, PA 19462 | X |
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Signatures
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| Michael A. Santivasci, attorney-in-fact | | 3/4/2020 |
| **Signature of Reporting Person | Date |
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