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 ESCALADE INC [ ESCA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 08/12/2020 | ||||||||||||||||||||||||||
| 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 | 08/12/2020 | M | 1,133 | A | (1) | 520,750.229 | D | |||
| Common Stock | 1,326,736 | I | Family Limited Partnership(4) | |||||||
| Common Stock | 2,000 | I | By adult son(4) | |||||||
| 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 | ||||||||
| Restricted Stock Units | (1)(2) | 08/12/2020 | M | 1,133 | (3) | 03/02/2021 | Common Stock | 1,133 | $0 | 567 | D | ||||
| Explanation of Responses: |
| 1. Restricted Stock Units (RSUs) converted into common stock on a one-for-one basis. |
| 2. Each restricted stock unit (RSU) represents a right to receive one share of ESCA common stock pursuant to the Escalade, Incorporated 2007 Incentive Plan. Shares will be delivered to the reporting person upon vesting of the applicable RSUs, unless the reporting person defers receipt. |
| 3. On March 2, 2017, the reporting person was granted 1,700 RSUs, subject to vesting in one third increments on each of March 2, 2019, March 2, 2020, and March 2, 2021, if (1) the reporting person remained employed by Escalade on the applicable vesting date, and (2) certain market performance conditions established by the Compensation Committee of the Escalade Board of Directors were satisfied. The reporting person has been continuously employed by Escalade and the market performance conditions were satisfied as of August 12, 2020. Therefore, on August 12, 2020, two thirds (1,133) of the RSUs vested and settled as reported in this Form 4. The performance conditions having been satisfied, the remaining 567 RSUs will vest on March 2, 2021, provided that the reporting person is still employed by Escalade on that date. |
| 4. Mr. Griffin disclaims beneficial ownership in shares held by his adult son and by the family limited partnership, except to the extent of his pecuniary interest therein. All shares held by the family limited partnership are also deemed to be beneficially owned by Mr. Robert E. Griffin, his father, which shares are also included by Mr. Robert E. Griffin on his Section 16 reports. |
| /s/PATRICK J. GRIFFIN | 08/13/2020 | |
| ** 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. | ||