SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DAVEY TREE EXPERT CO [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 10/13/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/13/2017 | S/K | 21,399(1)(2) | D | $18.3(2) | 484,845 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 12,000(2) | A | $11.6(2) | 496,845 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 10,000(2) | A | $13.2(2) | 506,845 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 8,000(2) | A | $15.05(2) | 514,845 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 24,000(2) | A | $8.2(2) | 538,845 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 24,000(2) | A | $8.3(2) | 562,845 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 24,000(2) | A | $9.2(2) | 586,845 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 24,000(2) | A | $9.85(2) | 610,845 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 65,380(2) | A | $11.6(2) | 676,225 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 68,600(2) | A | $13.2(2) | 744,825 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 68,600(2) | A | $15.05(2) | 813,425 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 68,600(2) | A | $16.35(2) | 882,025 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | M | 34,400(2) | A | $17.6(2) | 916,425 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | D | 288,339(2)(3) | D | $18.3(2) | 628,086 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | F | 56,167(4) | D | $18.3 | 571,919 | I | By Karl J. Warnke Trust | ||
| Common Stock | 10/13/2017 | F | 17,132(5) | D | $18.3 | 70,274(6) | I | PRSUs | ||
| Common Stock | 10/13/2017 | D | 12,003(7) | D | $18.3 | 58,271(6) | I | PRSUs | ||
| Common Stock | 10/13/2017 | G | 12,003(7) | A | $0 | 583,922 | I | By Karl J. Warnke Trust | ||
| Common Stock | 289,930(2) | I | By Barbara R. Warnke Trust | |||||||
| Common Stock | 97,726.4489(8) | I | By 401(k) Plan | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $11.6(2) | 10/13/2017 | M | 12,000(2) | 06/24/2014(9) | 06/24/2023 | Common Stock | 12,000 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $13.2(2) | 10/13/2017 | M | 10,000(2) | 06/30/2015(9) | 06/30/2024 | Common Stock | 10,000 | $0 | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $15.05(2) | 10/13/2017 | M | 8,000(2) | 06/29/2016(9) | 06/29/2025 | Common Stock | 8,000 | $0 | 0 | D | ||||
| Stock Appreciation Rights (2009) | $8.2(2) | 10/13/2017 | M | 24,000(2)(10) | 03/10/2010 | 12/31/2018 | Common Stock | 24,000 | $0 | 0 | D | ||||
| Stock Appreciation Rights (2010) | $8.3(2) | 10/13/2017 | M | 24,000(2)(10) | 03/09/2011 | 12/31/2019 | Common Stock | 24,000 | $0 | 0 | D | ||||
| Stock Appreciation Rights (2011) | $9.2(2) | 10/13/2017 | M | 24,000(2)(10) | 03/09/2012 | 12/31/2020 | Common Stock | 24,000 | $0 | 0 | D | ||||
| Stock Appreciation Rights (2012) | $9.85(2) | 10/13/2017 | M | 24,000(2)(10) | 03/07/2013 | 12/31/2021 | Common Stock | 24,000 | $0 | 0 | D | ||||
| Stock Appreciation Rights (2013) | $11.6(2) | 10/13/2017 | M | 65,380(2)(10) | 03/07/2014 | 12/31/2022 | Common Stock | 65,380 | $0 | 0 | D | ||||
| Stock Appreciation Rights (2014) | $13.2(2) | 10/13/2017 | M | 68,600(2)(10) | 03/07/2015 | 12/31/2023 | Common Stock | 68,600 | $0 | 0 | D | ||||
| Stock Appreciation Rights (2015) | $15.05(2) | 10/13/2017 | M | 68,600(2)(10) | 03/06/2016 | 12/31/2024 | Common Stock | 68,600 | $0 | 0 | D | ||||
| Stock Appreciation Rights (2016) | $16.35(2) | 10/13/2017 | M | 68,600(2)(10) | 03/04/2017 | 12/31/2025 | Common Stock | 68,600 | $0 | 0 | D | ||||
| Stock Appreciation Rights (2017) | $17.6(2) | 10/13/2017 | M | 34,400(2)(10) | 03/10/2018 | 12/31/2026 | Common Stock | 34,400 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares surrendered in connection with the exercise of Non-Qualified Stock Option shares. |
| 2. All share totals and prices reflect a 2-for-1 stock split effective June 1, 2017. |
| 3. Exercise of SARs. |
| 4. Payment of taxes in connection with SARs pay-out. |
| 5. Payment of taxes related to PRSU and RSU distribution. |
| 6. Represents PRSU and RSUs. |
| 7. Distribution of PRSU and RSU shares. |
| 8. This total reflects routine accumulation of 97,726.4489 common shares acquired through the Company's 401(K) benefit plan as of October 13, 2017, based on internal records. |
| 9. These shares vested and became fully exercisable upon Mr. Warnke's retirement. |
| 10. Exercise of SARs which became fully vested upon Mr. Warnke's retirement. |
| Remarks: |
| /s/Karl J. Warnke/Christopher J. Bast, by Power of Attorney | 10/17/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||