| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 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
SCHULMAN A INC [ SHLM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
11/17/2006 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | 11/17/2006 | P | 8,000 | A | $23.5084 | 755,981 ( 1 ) ( 2 ) ( 3 ) | I ( 1 ) ( 2 ) ( 3 ) | By Barington Companies Offshore Fund, Ltd. ( 1 ) ( 2 ) ( 3 ) | ||
| Common Stock | 500,259 ( 1 ) ( 2 ) ( 3 ) | I ( 1 ) ( 2 ) ( 3 ) | By Barington Companies Equity Partners, L.P. ( 1 ) ( 2 ) ( 3 ) | |||||||
| Common Stock | 364,107 ( 1 ) ( 2 ) ( 3 ) | I ( 1 ) ( 2 ) ( 3 ) | By Barington Investments, L.P. ( 1 ) ( 2 ) ( 3 ) | |||||||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Includes shares owned directly by Barington Companies Equity Partners, L.P., Barington Companies Offshore Fund, Ltd. and Barington Investments, L.P. As the investment advisor to Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and Barington Investments, L.P. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. |
| 2. (Continuation of Footnote 1) As the majority member of Barington Companies Advisors, LLC and Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and Barington Investments, L.P. As the majority member of Barington Offshore Advisors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., Barington Investments, L.P. and Barington Companies Offshore Fund, Ltd. |
| 3. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. |
| BARINGTON COMPANIES EQUITY PARTNERS, L.P., By: Barington Companies Investors, LLC, its general partner, By: /s/ James A. Mitarotonda, its managing member | 11/20/2006 | |
| BARINGTON INVESTMENTS, L.P., By: Barington Companies Advisors, LLC, its general partner, By: /s/ James A. Mitarotonda, its managing member | 11/20/2006 | |
| BARINGTON COMPANIES ADVISORS, LLC, By: /s/ James A. Mitarotonda, its managing member | 11/20/2006 | |
| BARINGTON COMPANIES INVESTORS, LLC, By: /s/ James A. Mitarotonda, its managing member | 11/20/2006 | |
| BARINGTON COMPANIES OFFSHORE FUND, LTD., By: /s/ James A. Mitarotonda, its president | 11/20/2006 | |
| BARINGTON OFFSHORE ADVISORS, LLC, By: /s/ James A. Mitarotonda, authorized signatory | 11/20/2006 | |
| BARINGTON CAPITAL GROUP, L.P., By: LNA Capital Corp., its general partner, By: /s/ James A. Mitarotonda, its president and CEO | 11/20/2006 | |
| LNA CAPITAL CORP., By: /s/ James A. Mitarotonda, its president and CEO | 11/20/2006 | |
| ** 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. | ||