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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 |
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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 2270 (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 at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Class B Common Stock | Â | 12/14/2011 | Â | J(2) | Â | 757,375 | Â (1) | Â (1) | Class A Common Stock | $ 0 | 800,460 | Â | ||
Class B Common Stock | Â | 12/14/2011 | Â | J(2) | 757,375 | Â | Â (1) | Â (1) | Class B Common Stock | $ 0 | 757,375 | By the Reilly LLC | ||
Class B Common Stock | Â | 12/16/2011 | Â | G(3) | Â | 253,769 (4) | Â (1) | Â (1) | Class B Common Stock | $ 0 | 757,375 | By the Reilly LLC | ||
Class B Common Stock | Â | Â | Â | Â | Â | Â | Â (1) | Â (1) | Class B Common Stock | Â | 9,000,000 | By the Reilly Family Limited Partnership (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REILLY SEAN E C/O LAMAR ADVERTISING COMPANY 5321 CORPORATE BOULEVARD BATON ROUGE, LA 70808 |
 |  |  Chief Executive Officer |  |
/s/ James McIlwain, as attorney-in-fact | 01/30/2012 | |
**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) | Pursuant to the terms of the Issuer's Certificate of Incorporation, the Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, exercisable immediately, and has no expiration date. |
(2) | The reporting person transferred these shares to the Jennifer and Sean Reilly, LLC (the "Reilly LLC"), a limited liability company of which the reporting person and his wife are the sole members. |
(3) | Represents separate gifts of interests of limited liability company membership interests in the Reilly LLC to three trusts for the benefit of the reporting person's children. Each gift represents a 11.1688% interest in the Reilly LLC. The reporting person disclaims beneficial ownership of Lamar Class B Common Stock held by the Reilly LLC except to the extent of his pecuniary interest therein. |
(4) | Represents 33.5064% of the total number of shares of Class B Common Stock held by the Reilly LLC. |
(5) | Shares held by the Reilly Family Limited Partnership of which the reporting person is a general partner. |