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CGX Consolidated Graphics, Inc.

64.84
0.00 (0.00%)
Pre Market
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Consolidated Graphics, Inc. NYSE:CGX NYSE Ordinary Share
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 64.84 0.00 00:00:00

Statement of Changes in Beneficial Ownership (4)

31/01/2014 10:37pm

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DAVIS JOE R
2. Issuer Name and Ticker or Trading Symbol

CONSOLIDATED GRAPHICS INC /TX/ [ CGX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

C/O CONSOLIDATED GRAPHICS, INC., 5858 WESTHEIMER, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

1/31/2014
(Street)

HOUSTON, TX 77057
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/31/2014     D    1594121   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Options   $56.82   1/31/2014     D         450000      (2) 5/22/2018   Common Stock   450000   $9.83   0   D    
Stock Options   $50.90   1/31/2014     D         300000      (3) 2/10/2016   Common Stock   300000   $15.75   0   D    
Stock Options   $50.84   1/31/2014     D         50000      (4) 2/8/2016   Common Stock   50000   $15.81   0   D    
Stock Options   $15.96   1/31/2014     D         35000      (5) 5/21/2019   Common Stock   35000   $50.69   0   D    
Stock Options   $41.51   1/31/2014     D         47591      (6) 7/26/2014   Common Stock   47591   $25.14   0   D    
Stock Options   $41.51   1/31/2014     D         2409      (7) 7/26/2014   Common Stock   2409   $25.14   0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger by and among issuer, R.R. Donnelley & Sons Company and Hunter Merger Sub, Inc. dated as of October 23, 2013, in exchange for 2,631,893.771 shares of R.R. Donnelley & Sons common stock and $54,901,527.24 in cash consideration at the Effective Time of the merger.
( 2)  The stock option, which provided for vesting after five years, was cancelled in the merger in exchange for a cash payment of $4,421,725.65, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of shares of Consolidated Graphics common stock into which this option was exercisable immediately prior to the Effective Time.
( 3)  The stock option, which provided for vesting after five years, was cancelled in the merger in exchange for a cash payment of $4,723,817.10, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of shares of Consolidated Graphics common stock into which this option was exercisable immediately prior to the Effective Time.
( 4)  The stock option, which provided for vesting after five years, was cancelled in the merger in exchange for a cash payment of $790,302.85, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of shares of Consolidated Graphics common stock into which this option was exercisable immediately prior to the Effective Time.
( 5)  The stock option, which provided for vesting after five years, was cancelled in the merger in exchange for a cash payment of $1,774,012.10, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of shares of Consolidated Graphics common stock into which this option was exercisable immediately prior to the Effective Time.
( 6)  The stock option, which provided for vesting after five years, was cancelled in the merger in exchange for a cash payment of $1,196,250.09, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of shares of Consolidated Graphics common stock into which this option was exercisable immediately prior to the Effective Time.
( 7)  The stock option, which provided for vesting after five years, was cancelled in the merger in exchange for a cash payment of $60,552.76, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of shares of Consolidated Graphics common stock into which this option was exercisable immediately prior to the Effective Time.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DAVIS JOE R
C/O CONSOLIDATED GRAPHICS, INC.
5858 WESTHEIMER, SUITE 200
HOUSTON, TX 77057
X
Chairman and CEO

Signatures
/s/ Jon C. Biro as attorney in fact for Joe R. Davis 1/31/2014
** 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 control number.

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