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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 Option (Right to Buy) | $ 29.69 | 02/11/2010(3) | 02/11/2019 | Common Stock | 12,200 | 12,200 | D | ||||||||
| Stock Option (Right to Buy) | $ 41.01 | 02/10/2011(3) | 02/10/2020 | Common Stock | 12,500 | 12,500 | D | ||||||||
| Stock Option (Right to Buy) | $ 58.94 | 02/09/2012(3) | 02/09/2021 | Common Stock | 13,000 | 13,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 60 | 02/08/2012 | A | 13,500 | 02/08/2013(3) | 02/08/2022 | Common Stock | 13,500 | (4) | 13,500 | D | ||||
| Restricted Stock Units | (5) | (6) | (6) | Common Stock | 5,450 | 5,450 | D | ||||||||
| Restricted Stock Units | (5) | 02/08/2012 | A(7) | 1,824 | (7) | (7) | Common Stock | 1,824 | $ 0 | 4,874 | D | ||||
| Restricted Stock Units | (5) | 02/08/2012 | A | 3,026 | (8) | (8) | Common Stock | 3,026 | $ 0 | 3,026 | D | ||||
| Performance Units | (5) | 02/08/2012 | M(1) | 1,581 | (1) | (1) | Common Stock | 1,581 | (1) | 1,593 | D | ||||
| Performance Units | (5) | 02/08/2012 | D(1) | 1,593 | (1) | (1) | Common Stock | 1,593 | (1) | 0 | D | ||||
| Performance Units | (5) | (9) | (9) | Common Stock | 3,747 | 3,747 | D | ||||||||
| Performance Units | (5) | (10) | (10) | Common Stock | 3,050 | 3,050 | D | ||||||||
| Performance Units | (5) | 02/08/2012 | A | 3,026 | (11) | (11) | Common Stock | 3,026 | $ 0 | 3,026 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Shur Irwin M 2801 80TH STREET KENOSHA, WI 53143 |
VP, Gen Counsel & Secretary | |||
| Ryan S. Lovitz under Power of Attorney for Irwin M. Shur | 02/10/2012 | |
| **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) | Based on company performance during the 2009-2011 period, approximately 49.8% of the performance units vested (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number originally reported). |
| (2) | Shares were withheld to cover tax withholding upon the vesting of performance units. |
| (3) | Original option grant vests in three annual installments beginning on the date listed in the "Date Exercisable" column. |
| (4) | This transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option. |
| (5) | 1 for 1. |
| (6) | The restricted stock units were earned based on company performance during 2010. Assuming continued employment through the end of fiscal 2012, the units will then vest in one installment and the shares will be issued shortly thereafter. |
| (7) | Based on company performance during fiscal 2011, approximately 159.8% of the restricted stock units originally granted were earned (as previously disclosed, the reporting person had the opportunity to earn up to 200% of the number of units originally reported). Assuming continued employment through the end of fiscal 2013, the units will then vest in one installment and the shares will be issued shortly thereafter. |
| (8) | The restricted stock units may be earned based on the achievement of certain company goals during fiscal 2012. Assuming continued employment through the end of fiscal 2014, any units earned will then vest in one installment and the shares will be issued shortly thereafter. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported. |
| (9) | If the company achieves certain goals over the 2010-2012 period, the performance units will vest and stock will be awarded. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported. |
| (10) | If the company achieves certain goals over the 2011-2013 period, the performance units will vest and stock will be awarded. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported. |
| (11) | If the company achieves certain goals over the 2012-2014 period, the performance units will vest and stock will be awarded. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported. |