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Sec Form 4 Filing - WOLTZ H O III @ INSTEEL INDUSTRIES INC - 2016-03-29

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person *
WOLTZ H O III
2. Issuer Name and Ticker or Trading Symbol
INSTEEL INDUSTRIES INC [ IIIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last)
(First)
(Middle)
1373 BOGGS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/29/2016
(Street)
MOUNT AIRY, NC27030
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 03/29/2016 M 5,342 A $ 17.11 457,525 D
Common Stock 03/29/2016 M 6,079 A $ 16.45 463,604 D
Common Stock 155,324 I Co-trustee of trusts for the benefit of children of H. O. Woltz III and Edwin M Woltz
Common Stock 120,452 I Co-trustee of Trusts created by Estate of Howard O. Woltz, Jr.
Common Stock (Restricted Stock Units) 45,294 D
Common Stock 81,222 I co-trustee of Woltz Foundation
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 16.45 03/29/2016 M 6,079 ( 1 ) 02/12/2023 Common Stock 6,079 $ 0 14,842 D
Stock Option (Right to Buy) $ 17.11 03/29/2016 M 5,342 ( 1 ) 02/13/2017 Common Stock 5,342 $ 0 9,053 D
Stock Option (Right to Buy) $ 23.95 ( 1 ) 02/11/2026 Common Stock 17,261 17,261 D
Stock Option (Right to Buy) $ 18.05 ( 1 ) 08/17/2025 Common Stock 22,971 22,971 D
Stock Option (Right to Buy) $ 21.96 ( 1 ) 02/17/2025 Common Stock 19,355 19,355 D
Common Stock (Right to Buy) $ 20.5 ( 1 ) 08/12/2024 Common Stock 21,216 21,216 D
Common Stock (Right to Buy) $ 19.08 ( 1 ) 02/12/2024 Common Stock 21,645 21,645 D
Stock Option (Right to Buy) $ 17.22 ( 1 ) 08/12/2023 Common Stock 21,583 21,583 D
Stock Option (Right to Buy) $ 16.69 ( 1 ) 08/19/2018 Common Stock 15,957 15,957 D
Stock Option (Right to Buy) $ 20.27 ( 1 ) 08/13/2017 Common Stock 11,878 11,878 D
Stock Option (Right to Buy) $ 20.26 ( 1 ) 08/14/2016 Common Stock 6,369 6,369 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WOLTZ H O III
1373 BOGGS DRIVE
MOUNT AIRY, NC27030
X Chairman, President and CEO
Signatures
James F. Petelle for H. O. Woltz III 03/30/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Options vest 1/3 annually beginning one year from grant 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.