|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Put Equivalent Position (Right/Obligation to Sell) | (1) (2) (3) (4) | 02/21/2006 | J(1)(2)(3)(4) | 54,563 (1) (2) (3) (4) | (1)(2)(3)(4) | 02/21/2007 | Common Stock | 54,563 (1) (2) (3) (4) | (1) (2) (3) (4) | 54,563 (1) (2) (3) (4) | D | ||||
| Employee Stock Option (Right to Buy) | $ 8.14 | 02/21/2006 | M | 12,529 | (5) | 02/18/2010 | Common Stock | 12,529 | $ 0 | 25,058 | D | ||||
| Employee Stock Option (Right to Buy) | $ 7.81 | 02/21/2006 | M | 37,500 | (6) | 02/20/2009 | Common Stock | 37,500 | $ 0 | 37,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| THOMLINSON R BRUCE C/O BRIGHTPOINT, INC. 501 AIRTECH PARKWAY PLAINFIELD, IN 46168 |
Member BP Global Exec Team | |||
| /s/ Steven E. Fivel, Attorney-in-Fact | 02/23/2006 | |
| **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) | On 2/21/2006 the Reporting Person entered into a prepaid variable forward sales contract ("Forward Contract") with an unaffiliated third-party buyer (the "Buyer") pursuant to a Master Agreement relating to the disposition by the Reporting Person to the Buyer of not more than 54,563 shares (the "Shares") of Brightpoint, Inc. common stock ("Common Stock") (or an eqivalent amount of cash, if elected by the Reporting Person), on the Maturity Date of the Forward Contract (2/21/2007), or an earlier date if the Reporting Person determines to terminate the Forward Contract early. |
| (2) | The Reporting Person received from the Buyer a cash payment of $1,573,553.27 (or $28.8392 per share) as of the date of entering into the Forward Contract. The Reporting Person pledged the 54,563 Shares (the "Pledged Shares") to secure his obligations under the Master Agreement. On the Maturity Date, the Reporting Person, at his option, may deliver to the Buyer either the number of Pledged Shares determined pursuant to a formula (described below) or the cash equivalent of such Shares (the share prices of the Common Stock reflected below are subject to adjustment for certain events specified in the Master Agreement). |
| (3) | If the last bid price (in the case of settlement with Pledged Shares) or the last offer price (in the case of settlement by cash) (collectively the "Settlement Price") of the Common Stock on the Maturity Date is less than or equal to $25.9553 (the "Floor Price"), the Reporting Person would deliver to the Buyer the entire amount of the Shares; if the Settlement Price of the Common Stock on the Maturity Date is greater than the Floor Price and less than $31.7231 (the "Ceiling Price") the Reporting Person would deliver to the Buyer a number of shares of Common Stock determined by multiplying the Pledged Shares by a fraction determined by dividing the Floor Price by the Settlement Price. This explanation is continued in the next Footnote. |
| (4) | If the Settlement Price is greater than or equal to the Ceiling Price, the Reporting Person would deliver to the Buyer a number of shares of Common Stock determined by multiplying the Pledged Shares by a fraction determined by subtracting from 1 the quotient of (x) the Ceiling Price minus the Floor Price, divided by (y) the Settlement Price. |
| (5) | 12,529 of the options vested on 2/18/2006, 12,529 will vest on 2/18/2007, and 12,529 of the options will vest on 2/18/2008. |
| (6) | 37,500 of the options vested on 2/20/2005, 37,500 of the options vested on 2/20/2006 and 37,500 of the options will vest on 2/20/2007. |
| Remarks: All option exercise prices and the number of options reported in this Form 4 have been adjusted for the Registrant's two 3 for 2 stock splits effected in the form of stock dividends on September 15, 2005 and 12/30/2005. | |