|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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 | ||||||||
| Forward Sale Contract (obligation to sell) (1) | (1) | 06/04/2009 | J(1) | 890,000 | (1) | (1) | Common Stock | 890,000 | $ 0 (1) | 0 | I (5) | See Footnote (5) | |||
| Forward Sale Contract (obligation to sell) (2) (3) | (2) (3) | 06/04/2009 | J(2)(3) | 985,050 | (2)(3) | (2)(3) | Common Stock | 985,050 | $ 0 (2) (3) | 0 | I (5) | See Footnote (5) | |||
| Forward Sale Contract (obligation to sell) (2) (3) | (2) (3) | 06/04/2009 | J(2)(3) | 985,050 | (2)(3) | (2)(3) | Common Stock | 985,050 | $ 0 (2) (3) | 0 | I (5) | See Footnote (5) | |||
| Forward Sale Contract (obligation to sell) (4) | (4) | 06/04/2009 | J(4) | 1,200,000 | (4) | (4) | Common Stock | 1,200,000 | $ 0 (4) | 0 | I (5) | See Footnote (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RALCORP HOLDINGS INC /MO 800 MARKET STREET SUITE 2900 ST LOUIS, MO 63101 |
X | |||
| RH FINANCIAL CORP 800 MARKET STREET ST LOUIS, MO 63101 |
X | |||
| /s/ Charles G. Huber, Jr., Secretary | 06/08/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Charles G. Huber, Jr., Secretary | 06/08/2009 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This report relates to the early settlement and termination of one tranche (Tranche A) of a forward sale contract that the Reporting Person entered into on October 31, 2005 previously reported on the Reporting Person's Form 4 dated November 22, 2005 (the "Prior Form 4"). As described therein, the forward sale contract provided that the Reporting Person would delivery a number of shares of Vail common stock (or, at the Reporting Person's option, the cash equivalent of such shares) pursuant to a specified formula. In connection with the early settlement and termination, the Reporting Person expects to deliver 787,383 shares and retain the remaining 102,617 shares that were subject to the forward sale contract on June 9, 2009. As previously reported on the Prior Form 4, the Reporting Person previously received $50,518,214.34 in consideration of the forward sale contract, a portion of which related to the shares covered by Tranche A. |
| (2) | This report relates to the early settlement and termination of both tranches of a forward sale contract that the Reporting Person entered into on March 22, 2006 previously reported on the Reporting Person's Form 4 dated April 19, 2006. As described therein, the forward sale contract provided that the Reporting Person would delivery a number of shares of Vail common stock (or, at the Reporting Person's option, the cash equivalent of such shares) pursuant to a specified formula. In connection with the early settlement and termination, the Reporting Person expects to deliver 949,392 shares and retain the remaining 35,658 shares that were subject to one tranche of the forward sale contract and deliver 861,328 shares and retain the remaining 123,722 shares that were subject to other tranche of the forward sale contract on June 9, 2009. |
| (3) | As previously reported on the Reporting Person's Form 4 dated April 19, 2006, the Reporting Person previously received $60,011,472.22 in consideration of the forward sale contract. |
| (4) | This report relates to the early settlement and termination of a forward sale contract that the Reporting Person entered into on October 20, 2006 previously reported on the Reporting Person's Form 4 dated November 6, 2006. As described therein, the forward sale contract provided that the Reporting Person would delivery a number of shares of Vail common stock (or, at the Reporting Person's option, the cash equivalent of such shares) pursuant to a specified formula. In connection with the early settlement and termination, the Reporting Person expects to deliver 905,160 shares and retain the remaining 294,840 shares that were subject to the forward sale contract on June 9, 2009. As previously reported on the Reporting Person's Form 4 dated November 6, 2006, the Reporting Person previously received $29,468,592.44 in consideration of the forward sale contract. |
| (5) | The securities are owned directly by RH Financial Corporation, a Nevada corporation and wholly-owned subsidiary of the Reporting Person. The Reporting Person is an indirect beneficial owner of the reported securities. |