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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 |
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| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Units (1) | (1) | 08/24/2011 | J(2) | 3,208.12 (2) | (3) | (3) | Class A Common Stock | 3,208.12 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FORTUN WAYNE M 5995 OPUS PARKWAY MINNETONKA, MN 55343 |
X | |||
| /s/ Jeffrey L. Cotter, Attorney-in-Fact | 08/25/2011 | |
| **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) | Pursuant to the terms of the Company's Amended and Restated Directors' Deferred Compensation Plan, Stock Units are units of unpaid cash or Stock Award (as defined in the Plan) compensation deferred by a participant under the plan. Stock Units entitle the holder thereof to receive an equivalent number of shares of the Company's Class A Common Stock upon certain termination events. |
| (2) | On August 24, 2011, the Company terminated its Amended and Restated Directors' Deferred Compensation Plan. All Stock Units in a director's account were converted to an equivalent amount of cash determined by multiplying the number of Stock Units times the average of the closing prices of the Company's common stock during the ten business days preceding the August 24, 2011 valuation date, and such balance was transferred to the Company's Non-Qualified Deferred Compensation Plan (DEFCO). The amounts transferred may not be withdrawn by Mr. Fortun until Mr. Fortun's termination of board service, at which time the account will be paid in a lump sum. Further, Mr. Fortun will not be allowed to contribute additional amounts to his DEFCO account. |
| (3) | The Stock Units do not entitle the holder thereof to any voting or other rights as a Company shareholder until the date of issuance of a certificate representing shares of the Company's Class A Common Stock in lieu of such Stock Units. The Stock Units represent deferred compensation that was to be be paid out upon Mr. Fortun's termination of services as a director of the Company for any reason. Due to the conversion of the Stock Units discussed above, they no longer remain outstanding. |