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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL FOREST PRODUCTS INC [ UFPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/07/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Forward Contract (right/obligation to sell) | (1)(2)(3)(4)(5) | 12/07/2004 | J | 0(1)(2)(3)(4)(5)(1)(2)(3)(4)(5) | (1)(2)(3)(4)(5) | (1)(2)(3)(4)(5) | Common Stock | (1)(2)(3)(4)(5) | (1)(2)(3)(4)(5) | 0(1)(2)(3)(4)(5) | D |
Explanation of Responses: |
1. On December 7, 2004, Matthew J. Missad entered into a pre-paid variable forward sale contract ("Contract") with Bear Stearns & Co., Inc. ("Bear"). Pursuant to the Contract, Mr. Missad has pledged 25,000 shares of Common Stock of Universal Forest Products, Inc. to secure his obligation to deliver a maximum of 25,000 shares of Common Stock on December 8, 2009 (the "Settlement Date"). The 25,000 shares represent approximately 19% of the combined number of shares of Common Stock of the Company currently owned and subject to options held by Mr. Missad. |
2. Prior to the Settlement Date, Mr. Missad retains voting control over the 25,000 shares subject to the Contract. In exchange for his agreement, Mr. Missad will receive on or about December 15, 2004 approximately $797,750 representing approximately 79% of the value of 25,000 shares of Common Stock on December 7, 2004. Mr. Missad may settle this Contract by a cash payment to Bear or by the delivery of shares in December 2009. The actual cash amount or number of shares that Mr. Missad is obligated to deliver in 2009 varies based on the price of the Common Stock on the Settlement Date (the "Settlement Price"). |
3. *If the Settlement Price is at or about $60.32 per share (the "Ceiling Price"), Mr. Missad is obligated to deliver a number of shares equal to the product of (a) 25,000 and (b) the ratio that is obtained by dividing the sum (x) $40.21 per share (the "Floor Price") and (y) the difference between the Settlement Price and the Ceiling Price, by the Settlement Price; and |
4. *If the Settlement Price is between the Floor Price and the Ceiling Price, Mr. Missad is obligated to deliver a number of shares equal to the product of (a) 25,000 and (b) the ratio that is obtained by dividing the Floor Price by the Settlement Price; and |
5. *If the Settlement Price is at or below the Floor Price, Mr. Missad is obligated to deliver 25,000 shares. The number of shares of Common Stock to be delivered by Mr. Missad is subject to adjustment in the case of certain antidilutive and extraordinary events and the payment of increased dividends by the Company on the Common Stock. |
/s/ Matthew J. Missad | 12/08/2004 | |
** 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. |