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JOHNSON OUTDOORS INC — Director's Dealing 2005
May 20, 2005
32991_dirs_2005-05-20_2c2b6327-531e-46cb-8fde-a710f89cde87.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: JOHNSON OUTDOORS INC (JOUT)
CIK: 0000788329
Period of Report: 2004-12-31
Reporting Person: JOHNSON LEIPOLD HELEN P (Director, Chairman and CEO, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2004-12-31 | Class A Common Stock | X | 485000 | $13.04 | Acquired | 485000 | Indirect |
| 2005-02-16 | Class A Common Stock | P | 49988 | $20.10 | Acquired | 534988 | Indirect |
| 2005-05-18 | Class A Common Stock | P | 55000 | $18.08 | Acquired | 589988 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2004-12-31 | Option (right to buy) | $13.04 | X | 485000 | Disposed | 2005-01-07 | Class A Common Stock (485000) | Indirect |
| 2005-02-16 | Class B Common Stock | $ | P | 18012 | Acquired | Class A Common Stock (18012) | Indirect |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Class A Common Stock | 35000 | Direct |
| Class A Common Stock | 100000 | Indirect |
| Class A Common Stock | 114464 | Indirect |
| Class A Common Stock | 488367 | Indirect |
| Class A Common Stock | 4136 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Phantom Shares | $0.00 | Class A Common Stock (13855) | 13855 | Direct | |
| Option (right to buy) | $8.13 | 2009-03-09 | Class A Common Stock (85000) | 85000 | Direct |
| Option (right to buy) | $7.63 | 2009-12-13 | Class A Common Stock (30000) | 30000 | Direct |
| Option (right to buy) | $5.31 | 2010-12-11 | Class A Common Stock (30000) | 30000 | Direct |
| Option (right to buy) | $7.42 | 2011-12-13 | Class A Common Stock (30000) | 30000 | Direct |
| Class B Common Stock | $0.00 | Class A Common Stock (820536) | 820536 | Indirect | |
| Class B Common Stock | $0.00 | Class A Common Stock (125408) | 125408 | Indirect | |
| Class B Common Stock | $0.00 | Class A Common Stock (1037330) | 1037330 | Indirect |
Footnotes
F1: Helen Johnson-Leipold reports these shares as settlor and beneficiary of the Helen Johnson-Leipold Third Party Gift and Inheritance Trust (the "Gift Trust"). Ms. Johnson-Leipold held the reported option directly until it was transferred to the Gift Trust in a transaction exempt from Section 16 under Rule 16a-13.
F2: As controlling shareholder of Johnson Financial Group, the parent corporation of the trustee of the trust which beneficially owns the reported shares. Ms. Johnson-Leipold disclaims beneficial ownership of these shares.
F3: As trustee of the Samuel C. Johnson Family Trust, which beneficially owns the shares as the controlling shareholder of a corporation.
F4: Ms. Johnson-Leipold reports these shares (a) as controlling shareholder of parent corporation of Johnson Bank, the trustee of certain trusts which directly, or indirectly as shareholders of certain corporations and as general partners of certain limited partnerships, beneficially own reported shares; (b) as a shareholder of a corporation and a general partner of a limited partnership, which indirectly owns reported shares; or (c) as settlor and beneficiary of the Helen Johnson-Leipold Revocable Trust ("Trust"), which beneficially owns reported shares directly or indirectly as a shareholder of certain corporations and as the general partner of certain limited partnerships. Ms. Johnson-Leipold's prior report overstated the number of shares indirectly held by 20 shares.
F5: Ms. Johnson-Leipold reports all shares held by certain corporations of which the Trust or the other trusts referenced above may be deemed to be a controlling shareholder. In addition, Ms. Johnson-Leipold reports all shares held by certain limited partnerships of which the Trust or such other trusts is a general partner. Due to the nature of such limited partnerships, it is impractical to determine the Trust's or such other trusts' proportionate interest (as defined by Rule 16a-1(a)(2)(ii)(B)) in such limited partnerships. Ms. Johnson-Leipold disclaims beneficial ownership of all shares directly or indirectly held by the Trust or such other trusts in which she does not have a pecuniary interest.
F6: Reflects shares held under Savings Plan as of January 10, 2005.
F7: Stock option granted pursuant to that certain Option Agreement, dated July 8, 2003, by and among the Samuel C. Johnson 1988 Trust Number 1 dated September 14, 1988, as amended and restated, Helen P. Johnson Leipold, S. Curtis Johnson, H. Fisk Johnson and Winifred J. Marquart.
F8: Class B Common Stock is convertible at any time on a one-share-for-one-share basis into Class A Common Stock.
F9: Phantom shares vest and are settled in cash on the third anniversary of their grant date, assuming the market price of the stock is within a prescribed range on such date. In the event the phantom shares do not vest on this date, their vesting is subject to a one year extension in the event certain performance criteria are met.
F10: Fully vested.
F11: One-third of option becomes exercisable on each successive anniversary of its December 13, 2001 grant date.
F12: As trustee of the Samuel C. Johnson Family Trust, which beneficially owns the reported shares indirectly as the controlling shareholder of a corporation which beneficially owns the shares as a unit holder in the Johnson Outdoors Inc. Class B Common Stock Voting Trust.
F13: The reported shares are held by the Johnson Outdoors Inc. Class B Common Stock Voting Trust ("Voting Trust"), of which Ms. Johnson-Leipold is trustee. The total reflected includes 11,762 shares held by the Gift Trust and 820,536 held by the Samuel C. Johnson Family Trust.