Joe's Jeans Inc. - Statement of Changes in Beneficial Ownership (4)
December 20 2007 - 6:19PM
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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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
*
Sandhu Hamish
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2. Issuer Name
and
Ticker or Trading Symbol
JOE'S JEANS INC.
[
JOEZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
1782 ORIOLE DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/18/2007
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(Street)
COSTA MESA, CA 92626
(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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Common Stock
(1)
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12/18/2007
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A
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100000
(2)
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A
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$0
(2)
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100000
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D
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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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Employee Stock Option (right to buy)
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$1.98
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12/18/2007
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D
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100000
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9/27/2007
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8/27/2017
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Common Stock
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100000
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$1.46
(3)
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0
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D
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Explanation of Responses:
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(
1)
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The shares of common stock represented in Table I are in the form of Restricted Stock Units ("RSU") that represent a contingent right to receive one share of the Company's Common Stock.
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(
2)
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The RSUs were granted pursuant to the 2004 Stock Incentive Plan. These shares vest every 6 months over a 4 year period and become fully transferable on December 18, 2011. In the event that the reporting person is terminated without Just Cause by the Company (as the term is defined in the RSU Agreement), death or disablity, then the RSU becomes immediately vested on such termination date to the extent that the RSU is unvested as of that date.
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(
3)
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The option was cancelled by the mutual agreement of the reporting person and the Company. The reporting person received a new grant of RSUs similar to other grants to other employees pursuant to the 2004 Stock Incentive Plan as consideration for the cancellation. The value of each share of the RSU was $1.46 and determined by the closing price of one share of the Company's Common Stock on the date of grant.
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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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Sandhu Hamish
1782 ORIOLE DRIVE
COSTA MESA, CA 92626
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Chief Financial Officer
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Signatures
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/s/ HAmish Sandhu
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12/20/2007
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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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