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 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
EnerSys [ ENS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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(1) | 05/17/2010 | A | 58,781 | A | $0 | 427,652 | D | |||
Common Stock(2) | 05/17/2010 | A | 26,295 | A | $0 | 453,947 | D | |||
Common Stock | 05/17/2010 | M | 72,206 | A | $10.82 | 526,153 | D | |||
Common Stock | 05/17/2010 | S | 72,206 | D | $25.61(3) | 453,947 | D | |||
Common Stock | 05/18/2010 | M | 27,794 | A | $10.82 | 481,741 | D | |||
Common Stock | 05/18/2010 | S | 27,794 | D | $26.01(4) | 453,947 | D | |||
Common Stock | 05/18/2010 | F | 6,583 | D | $25.67 | 447,364(5) | D |
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 | ||||||||
Stock Options | $10.82 | 05/17/2010 | M | 72,206 | (6) | 03/22/2012 | Common Stock | 72,206 | $0 | 206,476 | D | ||||
3.375% Convertible Senior Notes Due 2038 | (7) | 05/17/2010 | S | $1,000,000 | 03/01/2015(8) | 05/31/2038 | Common Stock | 24,630 | $975,843.7 | 0 | D | ||||
Stock Options | $10.82 | 05/18/2010 | M | 27,794 | (6) | 03/22/2012 | Common Stock | 27,794 | $0 | 178,682(9) | D |
Explanation of Responses: |
1. These shares were granted as market share units and vest one-hundred percent on May 17, 2013, subject to acceleration and cancellation upon the occurrence of certain events. |
2. These shares were granted as restricted stock units and vest twenty five percent on each of May 17, 2011, May 17, 2012, May 17, 2013 and May 17, 2014, subject to acceleration or cancellation upon the occurrence of certain events. |
3. These transactions were executed in multiple trades at prices ranging from $25.50 through $25.74. The price reported reflects the weighted average sale price. Full information regarding the number of shares sold and the prices at which the transactions were effected is available to the SEC staff, the issuer or any security holder of the issuer, upon request. |
4. These transactions were executed in multiple trades at prices ranging from $25.9100 through $26.2560. The price reported reflects the weighted average sale price. Full information regarding the number of shares sold and the prices at which the transactions were effected is available to the SEC staff, the issuer or any security holder of the issuer, upon request. |
5. This amount excludes shares owned by the reporting person's adult son. The reporting person disclaims ownership of his adult son's shares in their entirety. |
6. The options vested twenty five percent on March 22, 2003 and March 22, 2004; thirty percent on July 29, 2004; and twenty percent on March 22, 2005. |
7. The 3.375% Convertible Senior Notes Due 2038 (the "Notes") are convertible into shares of common stock, par value of $0.01 per share, at an initial conversion price of $40.60 per share, subject to adjustment under certain circumstances. |
8. Only under certain circumstances may the reporting person convert the Notes prior to March 1, 2015. |
9. The reporting person holds an aggregate total of 701,992 option shares with various prices, excercisability and expiration dates. |
Karen J. Yodis, by Power of Attorney | 05/19/2010 | |
** 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. |