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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 1474 (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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 380,100 | 380,100 (1) | I | By Voting Trust (4) | |||||||
Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 52,508 | 52,508 (1) | I | By Voting Trust (5) | |||||||
Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 26,454 | 26,454 (1) | I | By Voting Trust (6) | |||||||
Class B Common Stock | (3) | 02/24/2005 | C | 12,000 | (3) | (3) | Class A Common Stock | 12,000 | $ 0 | 207,359 (1) | I | By Voting Trust (7) | |||
Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 44,048.83 | 44,048.83 (1) | I | By Voting Trust (8) | |||||||
Option to Buy | $ 8.0833 | 02/25/2005 | M | 20,000 | (10) | 06/24/2008 | Class A Common Stock | 20,000 | $ 0 | 29,577 (1) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PHILIP ROBERT W 3200 NW YEON AVENUE PORTLAND, OR 97210 |
X | X | President | |
PHILIP RITA S 3200 NW YEON AVENUE PORTLAND, OR 97210 |
X |
Ilene Dobrow Davidson, Attorney-In-Fact | 02/28/2005 | |
**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) | All amounts set forth in this Form 4 give effect to a 3-for-2 stock split effected on March 25, 2004 and a 2-for-1 stock split effected on August 14, 2003. |
(2) | Shares are held by Robert W. Philip, as custodian under Oregon Uniform Transfers to Minors Act, F/B/O Joshua Henry Philip. |
(3) | Class B Common Stock is immediately convertible on a one-for-one basis into Class A Common Stock and has no expiration date. |
(4) | Voting trust certificates or shares, as the case may be, are held by Rita S. Philip and Robert W. Philip, as Co-Trustees under Trust Agreement with Rita S. Philip dated 4/21/93 (the "Rita Trust"). |
(5) | Voting trust certificates or shares, as the case may be, are held by Rita S. Philip, Family Trustee, and Jill Schnitzer Edelson, Independent Trustee, U/A/D December 22, 1994, F/B/O Joshua Henry Philip. |
(6) | Voting trust certificates or shares, as the case may be, are held by Rita S. Philip, Family Trustee, and Jill Schnitzer Edelson, Independent Trustee, U/A/D December 22, 1994, F/B/O Michele Babette Philip. |
(7) | Voting trust certificates or shares, as the case may be, are held by Gayle S. Romain and Rita S. Philip, Trustees of Gayle S. Romain Family Trust U/A/D October 9, 1995. |
(8) | Voting trust certificates or shares, as the case may be, are held by PFS Investors, LLC, of which the Rita Trust is a member. The number of shares is one-sixth of the total shares held by PFS Investors, LLC, consistent with the proportionate interest of the Rita Trust. |
(9) | The shares were sold pursuant to a pre-established Rule 10b5-1 plan. |
(10) | The option was granted for 63,462 shares on 6/24/98 and became exercisable for 20% of the shares on each of the first five anniversaries of the grant date. |