Florida Rock Industries Inc - Statement of Changes in Beneficial Ownership (4)
November 20 2007 - 2:44PM
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
*
FICHTHORN LUKE E III
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2. Issuer Name
and
Ticker or Trading Symbol
FLORIDA ROCK INDUSTRIES INC
[
FRK
]
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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)
PO BOX 4667
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2007
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(Street)
JACKSONVILLE, FL 32201
(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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11/16/2007
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D
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136053
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D
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(1)
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0
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D
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Common Stock
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11/16/2007
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D
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1
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D
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(2)
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0
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D
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Common Stock
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11/16/2007
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D
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787
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D
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(3)
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0
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I
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Shares held by wife.
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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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Option to Buy
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$38.867
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11/16/2007
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D
(4)
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1500
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1/26/2005
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1/25/2015
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Common Stock
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1500
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$67
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0
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D
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Option to buy
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$39.787
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11/16/2007
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D
(5)
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1500
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5/4/2005
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5/3/2015
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Common Stock
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1500
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$67
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0
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D
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Option to Buy
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$55
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11/16/2007
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D
(6)
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1000
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8/3/2005
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8/2/2015
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Common Stock
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1000
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$67
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0
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D
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Option to buy
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$61.36
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11/16/2007
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D
(7)
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1000
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10/5/2005
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10/4/2015
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Common Stock
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1000
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$67
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0
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D
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Option to Buy
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$51.67
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11/16/2007
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D
(8)
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1000
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12/7/2005
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12/6/2015
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Common Stock
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1000
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$67
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0
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D
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Option to Buy
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$54.75
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11/16/2007
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D
(9)
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1000
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2/1/2006
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1/31/2016
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Common Stock
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1000
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$67
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0
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D
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Option to Buy
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$63.66
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11/16/2007
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D
(10)
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1000
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5/3/2006
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5/2/2016
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Common Stock
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1000
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$67
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0
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D
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Option to Buy
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$37.68
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11/16/2007
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D
(11)
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1000
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8/2/2006
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8/1/2016
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Common Stock
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1000
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$67
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0
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D
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Option to Buy
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$43.21
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11/16/2007
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D
(12)
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2828
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12/6/2006
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12/5/2016
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Common Stock
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2828
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$67
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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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Shares held directly by the reporting person outside of the director stock purchase plan account disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement.
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(
2)
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Shares held in director stock purchase plan account disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement.
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(
3)
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Shares held by wife disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement.
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(
4)
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This option was cancelled in the merger in exchange for a cash payment of $42,199.95 representing the difference between the exercise price of the option and $67.00 per share.
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(
5)
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This option was cancelled in the merger in exchange for a cash payment of $40,819.95 representing the difference between the exercise price of the option and $67.00 per share.
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(
6)
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This option was cancelled in the merger in exchange for a cash payment of $12,000.00 representing the difference between the exercise price of the option and $67.00 per share.
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(
7)
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This option was cancelled in the merger in exchange for a cash payment of $5,640.00 representing the difference between the exercise price of the option and $67.00 per share.
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(
8)
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This option was cancelled in the merger in exchange for a cash payment of $15,330.00 representing the difference between the exercise price of the option and $67.00 per share.
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(
9)
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This option was cancelled in the merger in exchange for a cash payment of $12,250.00 representing the difference between the exercise price of the option and $67.00 per share.
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(
10)
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This option was cancelled in the merger in exchange for a cash payment of $3,340.00 representing the difference between the exercise price of the option and $67.00 per share.
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(
11)
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This option was cancelled in the merger in exchange for a cash payment of $29,320.00 representing the difference between the exercise price of the option and $67.00 per share.
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(
12)
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This option was cancelled in the merger in exchange for a cash payment of $67,278.12 representing the difference between the exercise price of the option and $67.00 per share.
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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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FICHTHORN LUKE E III
PO BOX 4667
JACKSONVILLE, FL 32201
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X
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Signatures
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/s/ Daniel B. Nunn, Jr., Attorney in fact for Luke E. Fichthorn III
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11/20/2007
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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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