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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LITTLE ROGER G SPIRE CORPORATION ONE PATRIOTS PARK BEDFORD, MA 01730-2396 |
X | X | Chairman & CEO |
Roger G. Little | 12/20/2012 | |
**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) | Shares are held by the Spire Corporation Non-Qualified Deferred Compensation Plan Trust for Roger Little (the "Trust"). As previously disclosed, under the Non-Qualified Deferred Compensation Plan, as amended to date, for Mr. Little (the "Plan"), on November 17, 2011, Mr. Little elected (and the Compensation Committee approved such election) to receive aggregate accumulated deferred compensation of $500,000 for 2010 amd 2011 in shares of common stock, which, based on the closing sale price of the issuer's common stock on the election date ($0.78), was approximately 641,025 shares to be awarded under the 2007 Stock Equity Plan (the "2007 Plan"). Because of the limitations on awards under the 2007 Plan, only 200,000 of such shares were delivered to the Trust in 2011. On May 17, 2012, the shareholders of Spire Corporation approved an amendment to the 2007 Plan to increase the maximum number of shares that may be granted to any one participant during any fiscal year to 500,000 shares. |
(2) | On December 19, 2012, the remaining 441,025 shares were delivered to the Trust. |
(3) | Shares are held by the Trust. On June 21, 2012, Mr. Little elected (and the Compensation Committee approved such election) to receive aggregate accumulated deferred compensation of $62,500 for the quarter ended September 30, 2012 in shares of common stock, which, based on the closing sale price of the issuer's common stock on the election date ($0.69), was equal to approximately 90,579 shares to be awarded under the 2007 Plan. On December 19, 2012, because of the limitations on awards under the 2007 Plan, only 58,975 of such shares were delivered to the Trust. In addition, on August 16, 2012, Mr. Little elected (and the Compensation Committee approved such election) to receive aggregate accumulated deferred compensation of $62,500 for the quarter ended December 31, 2012 in shares of common stock, which based on the closing sale price of the issuer's common stock on the election date ($0.55), is equal to approximately 113,363 shares. |
(4) | Because of limitations on awards under the 2007 Plan, none of these shares have been delivered to the Trust. |
(5) | Includes 2,109,305 shares of common stock in the Roger G. Little Family Trust of which Mr. Little is the primary beneficiary. |