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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 | ||||||||
Prepaid variable forward contract (obligation to sell) | (1) (2) | 03/30/2011 | J/K(1)(2) | 50,000 | 03/30/2011 | 03/30/2011 | Common Stock | 50,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WENTZ DAVE 3838 WEST PARKWAY BLVD SALT LAKE CITY, UT 84120 |
C.E.O. |
James Bramble, as attorney in fact | 04/01/2011 | |
**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) | On March 30, 2011, Mr. Wentz settled a prepaid variable forward contract (the "Contract") that was entered into on September 17, 2010 with an unaffiliated third party buyer (the "Buyer"). Pursuant to the Contract, Mr. Wentz pledged 50,000 shares (the "Pledged Shares") of common stock of USANA Health Sciences, Inc. to secure his obligation to deliver up to 50,000 shares of common stock on March 30, 2011 (the "Valuation Date"). In exchange, Mr. Wentz received $1,620,644, representing 78.25% of the value of the shares on the contract date. |
(2) | (continuation of prior footnote) The actual number of shares Mr. Wentz was obligated to deliver was based on the closing price (the "Final Price") of the common stock on the Valuation Date, as follows: (i) if the Final Price is at or above $44.7567 per share (the "Cap Price"), Mr. Wentz is obligated to deliver a number of shares determined by reference to a formula specified in the Contract, (ii) if the Final Price is between $33.1378 per share (the "Floor Price") and the Cap Price, Mr. Wentz is obligated to deliver a number of shares determined by reference to a formula specified in the Contract and (iii) if the Final Price is at or below the Floor Price, Mr. Wentz is obligated to deliver 50,000 shares. On March 30, 2011, the Final Price was $34.20. Pursuant to the contract, Mr. Wentz transferred to the purchaser 48,447 of the Pledged Shares, and the Buyer returned to Mr. Wentz the remaining 1,553 Pledged Shares. |