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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 | ||||||||
| Director Stock Option (right to buy) | $ 7.7 | 08/16/2012 | D | 800 | (1) | 01/02/2014 | Common Stock | 800 | $ 12.3 | 0 | D | ||||
| Director Stock Option (right to buy) | $ 10.83 | 08/16/2012 | D | 5,000 | (2) | 01/03/2015 | Common Stock | 5,000 | $ 9.17 | 0 | D | ||||
| Director Stock Option (right to buy) | $ 10.94 | 08/16/2012 | D | 5,000 | (3) | 01/03/2016 | Common Stock | 5,000 | $ 9.06 | 0 | D | ||||
| Director Stock Option (right to buy) | $ 13.27 | 08/16/2016 | D | 5,000 | (4) | 01/02/2017 | Common Stock | 5,000 | $ 6.73 | 0 | D | ||||
| Director Stock Option (right to buy) | $ 17.61 | 08/16/2012 | D | 5,000 | (5) | 01/02/2018 | Common Stock | 5,000 | $ 2.39 | 0 | D | ||||
| Director Stock Option (right to buy) | $ 12 | 08/16/2012 | D | 5,000 | (6) | 01/02/2019 | Common Stock | 5,000 | $ 8 | 0 | D | ||||
| Director Stock Option (right to buy) | $ 13.02 | 08/16/2012 | D | 5,000 | (7) | 01/04/2020 | Common Stock | 5,000 | $ 6.98 | 0 | D | ||||
| Director Stock Option (right to buy) | $ 16.73 | 08/16/2012 | D | 5,000 | (8) | 01/03/2021 | Common Stock | 5,000 | $ 3.27 | 0 | D | ||||
| Director Stock Option (right to buy) | $ 12.8 | 08/16/2012 | D | 5,000 | (9) | 01/03/2022 | Common Stock | 5,000 | $ 7.2 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LOUGHLIN STEPHEN F LACROSSE FOOTWEAR, INC. 17634 NE AIRPORT WAY PORTLAND, OR 97230 |
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| /s/ Stephen F. Loughlin | 08/16/2012 | |
| **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) | The option, which provided for vesting in five equal annual installments beginning on January 2, 2004, was cancelled pursuant to a merger agreement between the issuer, ABC-MART, INC., a corporation formed under the laws of Japan, and XYZ Merger Sub, Inc., a Wisconsin corporation, dated as of July 5, 2012 (the "merger agreement"), and converted into the right to receive cash in the amount of $9,840.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). |
| (2) | The option, which provided for vesting in five equal annual installments beginning on January 3, 2005, was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $45,850.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). |
| (3) | The option, which provided for vesting in four equal annual installments beginning on January 3, 2006, was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $45,300.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). |
| (4) | The option, which provided for vesting in four equal annual installments beginning on January 2, 2007, was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $33,650.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). |
| (5) | The option, which provided for vesting in four equal annual installments beginning on January 2, 2008, was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $11,950.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). |
| (6) | The option, which provided for vesting in four equal annual installments beginning on January 2, 2009, fully vested immediately prior to the closing of the merger and was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $40,000.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). |
| (7) | The option, which provided for vesting in four equal annual installments beginning on January 4, 2010, fully vested immediately prior to the closing of the merger and was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $34,900.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). |
| (8) | The option, which provided for vesting in four equal annual installments beginning on January 3, 2011, fully vested immediately prior to the closing of the merger and was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $16,350.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). |
| (9) | The option, which provided for vesting in four equal annual installments beginning on January 3, 2012, fully vested immediately prior to the closing of the merger and was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $36,000.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). |