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
JOHNSON OUTDOORS INC [ JOUT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2004 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 12/31/2004 | X | 485,000 | A | $13.04 | 485,000 | I | As settlor(1) | ||
Class A Common Stock | 02/16/2005 | P | 49,988 | A | $20.1 | 534,988 | I | As settlor(1) | ||
Class A Common Stock | 05/18/2005 | P | 55,000 | A | $18.08 | 589,988 | I | As settlor(1) | ||
Class A Common Stock | 35,000 | D | ||||||||
Class A Common Stock | 100,000 | I | As shareholder(2) | |||||||
Class A Common Stock | 114,464 | I | As trustee(3) | |||||||
Class A Common Stock | 488,367 | I | As trustee(4)(5) | |||||||
Class A Common Stock | 4,136 | I | By Savings Plan(6) |
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 | ||||||||
Option (right to buy)(7) | $13.04 | 12/31/2004 | X | 485,000 | 07/08/2003 | 01/07/2005 | Class A Common Stock | 485,000 | $0 | 0 | I | As settlor(1) | |||
Class B Common Stock | (8) | 02/16/2005 | P | 18,012 | (8) | (8) | Class A Common Stock | 18,012 | $20.1 | 18,012 | I | As settlor(1) | |||
Phantom Shares | $0.00(9) | (9) | (9) | Class A Common Stock | 13,855 | 13,855 | D | ||||||||
Option (right to buy) | $8.13 | (10) | 03/09/2009 | Class A Common Stock | 85,000 | 85,000 | D | ||||||||
Option (right to buy) | $7.63 | (10) | 12/13/2009 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
Option (right to buy) | $5.31 | (10) | 12/11/2010 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
Option (right to buy) | $7.42 | (11) | 12/13/2011 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
Class B Common Stock | $0.00(8) | (8) | (8) | Class A Common Stock | 820,536 | 820,536 | I | As trustee(12) | |||||||
Class B Common Stock | $0.00(8) | (8) | (8) | Class A Common Stock | 125,408(4) | 125,408(4) | I | As trustee(4)(5) | |||||||
Class B Common Stock | $0.00(8) | (8) | (8) | Class A Common Stock | 1,037,330 | 1,037,330 | I | By Voting Trust(13) |
Explanation of Responses: |
1. Helen Johnson-Leipold reports these shares as settlor and beneficiary of the Helen Johnson-Leipold Third Party Gift and Inheritance Trust (the "Gift Trust"). Ms. Johnson-Leipold held the reported option directly until it was transferred to the Gift Trust in a transaction exempt from Section 16 under Rule 16a-13. |
2. As controlling shareholder of Johnson Financial Group, the parent corporation of the trustee of the trust which beneficially owns the reported shares. Ms. Johnson-Leipold disclaims beneficial ownership of these shares. |
3. As trustee of the Samuel C. Johnson Family Trust, which beneficially owns the shares as the controlling shareholder of a corporation. |
4. Ms. Johnson-Leipold reports these shares (a) as controlling shareholder of parent corporation of Johnson Bank, the trustee of certain trusts which directly, or indirectly as shareholders of certain corporations and as general partners of certain limited partnerships, beneficially own reported shares; (b) as a shareholder of a corporation and a general partner of a limited partnership, which indirectly owns reported shares; or (c) as settlor and beneficiary of the Helen Johnson-Leipold Revocable Trust ("Trust"), which beneficially owns reported shares directly or indirectly as a shareholder of certain corporations and as the general partner of certain limited partnerships. Ms. Johnson-Leipold's prior report overstated the number of shares indirectly held by 20 shares. |
5. Ms. Johnson-Leipold reports all shares held by certain corporations of which the Trust or the other trusts referenced above may be deemed to be a controlling shareholder. In addition, Ms. Johnson-Leipold reports all shares held by certain limited partnerships of which the Trust or such other trusts is a general partner. Due to the nature of such limited partnerships, it is impractical to determine the Trust's or such other trusts' proportionate interest (as defined by Rule 16a-1(a)(2)(ii)(B)) in such limited partnerships. Ms. Johnson-Leipold disclaims beneficial ownership of all shares directly or indirectly held by the Trust or such other trusts in which she does not have a pecuniary interest. |
6. Reflects shares held under Savings Plan as of January 10, 2005. |
7. Stock option granted pursuant to that certain Option Agreement, dated July 8, 2003, by and among the Samuel C. Johnson 1988 Trust Number 1 dated September 14, 1988, as amended and restated, Helen P. Johnson Leipold, S. Curtis Johnson, H. Fisk Johnson and Winifred J. Marquart. |
8. Class B Common Stock is convertible at any time on a one-share-for-one-share basis into Class A Common Stock. |
9. Phantom shares vest and are settled in cash on the third anniversary of their grant date, assuming the market price of the stock is within a prescribed range on such date. In the event the phantom shares do not vest on this date, their vesting is subject to a one year extension in the event certain performance criteria are met. |
10. Fully vested. |
11. One-third of option becomes exercisable on each successive anniversary of its December 13, 2001 grant date. |
12. As trustee of the Samuel C. Johnson Family Trust, which beneficially owns the reported shares indirectly as the controlling shareholder of a corporation which beneficially owns the shares as a unit holder in the Johnson Outdoors Inc. Class B Common Stock Voting Trust. |
13. The reported shares are held by the Johnson Outdoors Inc. Class B Common Stock Voting Trust ("Voting Trust"), of which Ms. Johnson-Leipold is trustee. The total reflected includes 11,762 shares held by the Gift Trust and 820,536 held by the Samuel C. Johnson Family Trust. |
Remarks: |
/s/ Johnson-Leipold, Helen P. | 05/20/2005 | |
** 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. |