- Statement of Changes in Beneficial Ownership (4)
July 19 2010 - 1:17PM
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
*
George Zachary
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2. Issuer Name
and
Ticker or Trading Symbol
CORNELL COMPANIES INC
[
CRN
]
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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)
1700 WEST LOOP SOUTH, SUITE 1500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/15/2010
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(Street)
HOUSTON, TX 77027
(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
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7/15/2010
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M
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5000
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A
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$13.75
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5800
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D
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Common stock
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7/15/2010
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M
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5000
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A
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$13.71
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10800
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D
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Common stock
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7/15/2010
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M
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3750
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A
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$20.32
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14550
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D
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Common stock
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7/15/2010
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M
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5000
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A
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$22.68
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19550
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D
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Common stock
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7/15/2010
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M
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5000
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A
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$17.98
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24550
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D
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Common stock
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7/15/2010
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M
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3750
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A
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$23.08
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28300
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D
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Common stock
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7/15/2010
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F
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17704.89
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D
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$28.43
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10595.11
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D
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Common stock
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7/15/2010
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D
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.11
(1)
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D
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$28.43
(1)
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10595
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D
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Common stock
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101365
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I
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FrontFour Capital Group LLC
(2)
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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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Stock option (right to buy)
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$13.75
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7/15/2010
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M
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5000
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(3)
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7/8/2015
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Common stock
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5000
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$0.00
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0
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D
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Stock option (right to buy)
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$13.71
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7/15/2010
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M
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5000
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1/3/2006
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1/3/2016
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Common stock
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5000
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$0.00
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0
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D
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Stock option (right to buy)
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$20.32
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7/15/2010
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M
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3750
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4/2/2007
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4/2/2017
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Common stock
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3750
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$0.00
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0
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D
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Stock option (right to buy)
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$22.68
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7/15/2010
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M
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5000
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(4)
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1/2/2018
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Common stock
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5000
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$0.00
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0
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D
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Stock option (right to buy)
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$17.98
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7/15/2010
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M
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5000
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(5)
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1/2/2019
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Common stock
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5000
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$0.00
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0
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D
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Stock option (right to buy)
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$23.08
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7/15/2010
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M
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3750
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(6)
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1/4/2020
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Common stock
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3750
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$0.00
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1250
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D
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Explanation of Responses:
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(
1)
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Amount disposed of represents a fractional share of the Issuer's common stock that resulted from the tender of option shares to pay the exercise prices for the options. In lieu of issuing a fractional share of its common stock, the Issuer distributed a cash payment equal to the fraction of a share to which the Reporting Person would otherwise be entitled.
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(
2)
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The securities beneficially owned by FrontFour Capital Group, LLC (the "Adviser") are held directly by FrontFour Master Fund, Ltd. (the "Master Fund") and Distressed Securities & Special Situations-1 a series of Underlying Funds Trust (collectively with the Master Fund, the "Funds") which are advised and sub-advised, respectively, by the Adviser. The Adviser is deemed to be the indirect beneficial owner of the securities reported herein by reason of its position as investment adviser and sub-adviser of the Funds and may be deemed to be the indirect beneficial owner of such securities. Both the reporting person and the Adviser disclaim beneficial ownership of all such securities in excess of their actual pecuniary interest, if any.
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(
3)
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This option became exercisable in four equal annual installments as follows: 3,750 on July 8, 2005; July 8, 2006; July 8, 2007; and July 8, 2008.
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(
4)
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This option became exercisable in four equal installments as follows: 1,250 on January 2, 2008; April 1, 2008; July 1, 2008; and October 1, 2008.
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(
5)
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This option became exercisable in four equal installments as follows: 1,250 on January 2, 2009; April 1, 2009; July 1, 2009; and October 1, 2009.
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(
6)
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This option is exercisable in four equal installments as follows: 1,250 on January 4, 2010; April 1, 2010; July 1, 2010; and October 1, 2010.
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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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George Zachary
1700 WEST LOOP SOUTH
SUITE 1500
HOUSTON, TX 77027
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X
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Signatures
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/s/ Cathryn L. Porter, by Power of Attorney
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7/19/2010
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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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