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
LEE ENTERPRISES, INC [ LEE ENT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2012 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 11/15/2012 | J(1)(2) | 488,867 | A | $0(1)(2) | 1,035,555 | D | |||
Common Stock | 540 | I(3) | By Son | |||||||
Common Stock | 2,000 | I(3) | By Son in Trust | |||||||
Common Stock | 540 | I(3) | By Daughter | |||||||
Common Stock | 540 | I(3) | By Daughter | |||||||
Common Stock | 540 | I(3) | By Daughter | |||||||
Common Stock | 11/15/2012 | J(1)(2) | 0 | D | $0(1)(2) | 0 | I(1)(2) | By Schermer Investment Partnership | ||
Common Stock | 11/15/2012 | J(1)(2) | 23,279 | A | $0 | 29,280 | I(3) | By Son in Trust | ||
Common Stock | 11/15/2012 | J(1)(2) | 23,279 | A | $0 | 27,280 | I(3) | By Daughter in Trust | ||
Common Stock | 11/15/2012 | J(1)(2) | 23,279 | A | $0 | 23,280 | I(3) | By Daughter in Trust | ||
Common Stock | 11/15/2012 | J(1)(2) | 23,279 | A | $0 | 23,280 | I(3) | By Daughter in Trust | ||
Common Stock | 55,000 | I(3) | By Trust |
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 | ||||||||
Employee Stock Option (Right to Buy) | $2.57 | 09/28/2010 | A | 12,600 | 09/28/2011 | 09/28/2020 | Common Stock | 12,600(4) | $2.57 | 12,600 | D | ||||
Employee Stock Option (Right to Buy) | $1.13 | 04/30/2012 | A | 40,000 | 04/30/2013 | 04/30/2022 | Common Stock | 40,000(4) | $1.13 | 40,000 | D |
Explanation of Responses: |
1. Distribution of common stock received from Schermer Investment Partnership, L.P. ("SIP), a family limited partnership, in connection with SIP's dissolution. In prior filings, Reporting Person disclaimed beneficial ownership of all the shares of common stock held by SIP, including those held directly by Schermer Management Corporation ("SMC"), except to the extent of his pecuniary interest therein. Prior to SIP's dissolution, Reporting Person held, as a result of gifts of limited partnership units from Lloyd G. and Betty A. Schermer, his parents, 41.5 limited partnership units of SIP; Reporting Person as trustee of trusts for the benefit of each of his four children, held 8 limited partnership units of SIP (2 units held by each such trust); Reporting Person's brother, Grant E. Schermer, held, as a result of gifts of limited partnership units from Lloyd G. and Betty A. Schermer, his parents, 49.5 limited partnership units of SIP; and SMC held one general partnership unit of SIP. Of the |
2. 1,163,966 shares of common stock previously reported by Reporting Person as indirectly held by SIP prior to its dissolution and disclaimed by Reporting Person, except to the extent of his pecuniary interest therein, Reporting Person received 488,867 shares of common stock previously held by SIP, trusts for the benefit of Reporting Person's four children each received 23,279 shares of common stock previously held by SIP, and Grant E. Schermer received 581,983 shares of common stock held by SIP prior to its dissolution. SMC was the sole general partner of SIP charged with management of the business of SIP, including voting and investment authority with regard to the common stock held by SIP. SMC had four equal stockholders: Gregory P. Schermer and Grant E. Schermer and trusts for the benefit of Lloyd G. Schermer and Betty A. Schermer. The Board of Directors of SMC consisted of Lloyd G. Schermer, Betty A. Schermer, Gregory P. Schermer and Grant E. Schermer. |
3. Reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest, if any, therein. |
4. These securities are exercisable as follows: 30% upon the first anniversary date of the grant; 60% upon the second anniversary date of the grant; and 100% upon the third anniversary date of the grant. |
Remarks: |
/s/Edmund H. Carroll, Limited POA, Attorney-in-Fact | 11/15/2012 | |
** 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. |