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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 | ||||||||
| Employee Stock Option (Right to Buy) | $ 16.8125 | 08/04/2008 | D | 3,000 | (4)(10) | 05/25/2009 | Common | 3,000 | $ 0 (10) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 12.6875 | 08/04/2008 | D | 2,000 | (5)(10) | 08/13/2009 | Common | 2,000 | $ 0 (10) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 7.25 | 08/04/2008 | D | 10,000 | (6)(10) | 05/23/2010 | Common | 10,000 | $ 0 (10) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 10.95 | 08/04/2008 | D | 3,000 | (7)(10) | 08/28/2011 | Common | 3,000 | $ 0 (10) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 16.325 | 08/04/2008 | D | 5,000 | (8)(10) | 08/05/2012 | Common | 5,000 | $ 0 (10) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 19.36 | 08/04/2008 | D | 8,000 | (9)(10) | 08/27/2013 | Common | 8,000 | $ 0 (10) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 32.88 | 08/04/2008 | D | 10,000 | 07/27/2005(11) | 01/28/2015 | Common | 10,000 | $ 0 (11) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SHAFFER JAMES W ANGELICA CORPORATION 424 SOUTH WOODS MILL ROAD CHESTERFIELD, MO 63017-3406 |
VP & CFO | |||
| /s/ James W. Shaffer | 08/04/2008 | |
| **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) | Includes 201 shares acquired pursuant to Angelica Corporation Dividend Reinvestment Plan since the reporting person's last ownership report. |
| (2) | Includes 13 shares in the Angelica Stock Fund of the Company's 401(k) acquired pursuant to the Dividend Reinvestment Plan since the date of the reporting person's last ownership report. |
| (3) | In connection with the merger of Clothesline Acquisition Corporation with and into the Issuer, shares of the Issuer's common stock were converted into the right to receive $22.00 per share, without interest. |
| (4) | This option provided for vesting in four equal annual installments beginning May 25, 2000. |
| (5) | This option provided for vesting in four equal annual installments beginning August 13, 2000. |
| (6) | This option provided for vesting in four equal annual installments beginning May 23, 2001. |
| (7) | This option provided for vesting in four equal annual installments beginning August 28, 2002. |
| (8) | This option provided for vesting in four equal annual installments beginning August 5, 2003. |
| (9) | This option provided for vesting in four equal annual installments beginning August 27, 2004. |
| (10) | The above options were tendered by the Reporting Person to the Issuer in connection with the Offer to Purchase for Cash All Outstanding Options to Purchase Shares of Common Stock with an Exercise Price of Less than $22.00 per Share (such Offer, an exhibit to the Schedule TO initially filed by the Issuer with the Commission on July 3, 2008), which Offer expired on August 4, 2008. All tendered options were cancelled and the Issuer paid to the Reporting Person with respect to each separate option grant a cash amount, without interest and less any applicable tax withholdings, of the "spread value" of such option grant, which is the product of (a) the excess of $22.00 over the per share exercise price of such option multiplied by (b) the aggregate number of shares of the Issuer's common stock issuable upon exercise of such option. |
| (11) | These options were tendered by the Reporting Person to the Issuer in connection with the Offer to Purchase for Cash Up To 91,463 Shares of Common Stock with an Exercise Price of Greater than $22.00 per Share (such Offer, an exhibit to the Schedule TO initially filed by the Issuer with the Commission on July 3, 2008), which Offer expired on August 4, 2008. All tendered options were cancelled and the Issuer paid to the Reporting Person with respect to the option grant a cash amount, without interest and less any applicable tax withholdings, for each "out-of-the-money" option, $0.82 multiplied by the number of shares of the Issuer's common stock issuable upon exercise of such option. |