| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | ||||||||||||||||
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Form 3 Holdings Reported. | ||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BLOUNT INTERNATIONAL INC [ BLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year)
12/31/2007 |
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
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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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| 1999 Stock Incentive Plan (Right to Buy) | $8.3688 | 08/15/2000 | J | 25,000 | ( 1 ) | 08/15/2010 | Common Stock | 25,000 | $8.3688 | 25,000 | D | |||
| 1999 Stock Incentive Plan (Right to Buy) | $8.3688 | 08/15/2000 | J | 25,000 | ( 1 ) | 08/15/2010 | Common Stock | 25,000 | $8.3688 | 50,000 | D | |||
| 2000 Stock Incentive Plan (Right to Buy) | $5 | 06/29/2001 | J | 50,000 | ( 1 ) | 06/29/2011 | Common Stock | 50,000 | $5 | 100,000 | D | |||
| 2000 Stock Incentive Plan (Right to Buy) | $3.866 | 11/05/2002 | J | 50,000 | ( 1 ) | 11/05/2012 | Common Stock | 50,000 | $3.866 | 150,000 | D | |||
| 2000 Stock Incentive Plan (Right to Buy) | $5.05 | 11/05/2003 | J | 45,000 | ( 1 ) | 11/05/2013 | Common Stock | 45,000 | $5.05 | 195,000 | D | |||
| 1999 & 2000 Stock Incentive Plans (Right to Buy) | $16.62 | 12/21/2004 | J | 20,000 | ( 2 ) | 12/21/2014 | Common Stock | 20,000 | $16.62 | 215,000 | D | |||
| 2000 Stock Incentive Plan (Right to Buy) | $3.866 | 05/31/2005 | M ( 3 ) | 20,000 | ( 1 ) | 11/05/2012 | Common Stock | 20,000 | $3.866 | 195,000 | D | |||
| Stock Apprecation Right ( 4 ) | $16.76 | 02/21/2006 | J | 40,000 | ( 5 ) | 02/21/2016 | Common Stock | 40,000 | $16.76 | 235,000 | D | |||
| Restricted Stock Unit Award ( 6 ) | $0 | 03/01/2007 | J | 18,000 | ( 7 ) | ( 8 ) | Common Stock | 18,000 | $0 | 253,000 | D | |||
| Explanation of Responses: |
| 1. All stock options granted under the 1999 and 2000 Stock Incentive Plans became fully vested on or before December 31, 2004. As to all except the 1999 Plan Performance Options, this occurred on December 20, 2004 at the time of a Change-In-Control (as defined in the 1999 and 2000 Stock Incentive Plans) upon the closing of a Secondary Offering by Lehman Brothers of 10,000,000 shares of Blount International common stock. The Performance Shares were vested as of December 31, 2004 by action taken by the Board of Directors of Blount International, Inc. |
| 2. Vests 33.33% on each succeeding anniversary date of grant for new three years. First vesting date is December 21, 2005. |
| 3. Broker-Assisted Cashless Exercise (Exercise and Immediate Sale Through Broker on 5/31/2005). |
| 4. The Stock Appreciation Rights were granted as of February 21, 2006 in accordance wih the Blount International, Inc. 1999 Stock Incentive Plan, as amended on February 15, 2006 by Blount's Board of Directors. The SARs awarded vest in three equal annual installments, the first installment of which vests one year after the date of grant and the second and third installments vest thereafter on the second and third annual anniversary of the date of grant respectively. |
| 5. Vests 33.33% on each succeeding anniversary of SAR grant for three years beginning February 21, 2007. |
| 6. The Restricted Stock Unit Award was granted under the 2006 Equity Incentive Plan approved by shareholders on April 25, 2006. |
| 7. The Restricted Stock Unit shall vest in three equal annual installments, the first vests one year after date of grant and the second and third vest thereafter on the second and third anniversaries of the date of grant, respectfully. If grantee's employment with the Company is terminated by his retirement, all. outstanding unvested Restricted Stock shall immediately vest. |
| 8. A Restricted Stock Unit is an unsecured promise to transfer a share at a specified future date. The shares do not have an expiration date. |
| Remarks: |
| Richard H. Irving, III | 01/22/2008 | |
| ** 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. | ||