FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
THQ INC [ THQI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Option to Purchase Common Stock | $0.6104 | 05/25/2012 | A | 3,071,756 | (1) | 03/31/2013 | Common Stock | 3,071,756 | $0 | 3,071,756 | D | ||||
Option to Purchase Common Stock | $0.6104 | 05/25/2012 | A | 950,000 | 05/25/2013(2) | 05/25/2017 | Common Stock | 950,000 | $0 | 950,000 | D | ||||
Restricted Stock Units | (3) | 05/25/2012 | A | 950,000 | (3) | 05/25/2016(3) | Common Stock | 950,000 | $0 | 950,000 | D |
Explanation of Responses: |
1. The option award will vest in full on the first date the reporting person consummates the purchase of the Issuer's common stock having a value at the time of purchase of at least $1,500,000 in the aggregate. In the event the option award does not vest in full on or before March 31, 2013, the option award will terminate and be forfeited on that date. |
2. The option award will vest in three equal installments on each of the first three anniversaries of the date of grant, which was May 25, 2012. |
3. The Restricted Stock Units (RSUs) were granted on May 25, 2012. The RSUs are subject to forfeiture and will vest in two equal installments: (i) one half on the first date that the Issuer's common stock achieves ten (10) consecutive trading days on which the closing price for the Issuer's stock equals or exceeds $2.00 per share and (ii) one half on the first date that the Issuer's common stock achieves ten (10) consecutive trading days on which the closing price for the Issuer's common stock equals or exceeds $3.00 per share. Any unvested RSUs outstanding on the fourth anniversary date of the grant date will be terminated and forfeited. |
/s/ Jason Rubin | 05/30/2012 | |
** Signature of Reporting Person | 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. |