SEC Form 4
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*
WARREN ROBERT C JR

(Last) (First) (Middle)
PO BOX 20187

(Street)
PORTLAND OR 97294

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CASCADE CORP [ CASC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 03/28/2013 U 100,957 D $65 22,498 D
Common Stock 03/28/2013 U 1,465,866(1) D $65 0 I By Warren Holdings LLC
Common Stock 03/28/2013 U 93 D $65 0 I By 401(k) plan
Common Stock 03/28/2013 U 1,200(2) D $65 0 I By Wife
Common Stock 03/28/2013 U 14,392 D $65 0 I By trust
Common Stock 03/28/2013 D 22,498(3) D $65 0 D
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 (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
Stock Appreciation Rights $21.15 03/28/2013 D 72,000 05/26/2005(4) 05/26/2014 Common Stock 48,572 (4) 0 D
Stock Appreciation Rights $35.6 03/28/2013 D 75,000 06/07/2006(5) 06/07/2015 Common Stock 33,923 (5) 0 D
Stock Appreciation Rights $37.05 03/28/2013 D 3,500 06/06/2007(6) 06/06/2016 Common Stock 1,505 (6) 0 D
Stock Appreciation Rights $48.66 03/28/2013 D 22,415 04/01/2012(7) 04/01/2021 Common Stock 5,635 (7) 0 D
Stock Appreciation Rights $50.12 03/28/2013 D 26,274 03/30/2013(8) 03/30/2022 Common Stock 6,015 (8) 0 D
Employee Stock Option (right to buy) $14.12 03/28/2013 D 76,900 05/22/2004(9) 05/22/2013 Common Stock 76,900 (9) 0 D
Explanation of Responses:
1. Mr. Warren disclaims beneficial ownership of Cascade Corporation common stock held by Warren Holdings, LLC, except to the extent of his pecuniary interest therein.
2. Mr. Warren disclaims beneficial ownership of Cascade Corporation common stock held by his wife.
3. 22,498 of these shares represent shares of restricted stock which became fully vested by virtue of the merger and were cancelled and converted into the right to receive a lump sum cash payment equal to the merger consideration of $65.00 per share, pursuant to the Agreement and Plan of Merger, dated October 22, 2012, among Cascade Corporation, Toyota Industries Corporation and Industrial Components and Attachments II, Inc.
4. These stock appreciation rights, which provided for vesting in four equal annual installments beginning on May 26, 2005, were cancelled in the merger in exchange for a cash payment of $3,157,200, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights.
5. These stock appreciation rights, which provided for vesting in four equal annual installments beginning on June 7, 2006, were cancelled in the merger in exchange for a cash payment of $2,205,000, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights.
6. These stock appreciation rights, which provided for vesting in four equal annual installments beginning on June 6, 2007, were cancelled in the merger in exchange for a cash payment of $97,825, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights.
7. These stock appreciation rights, which provided for vesting in three equal annual installments beginning April 1, 2012, were cancelled in the merger in exchange for a cash payment of $366,261, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights.
8. These stock appreciation rights, which provided for vesting in four equal annual installments beginning on March 30, 2013, were cancelled in the merger in exchange for a cash payment of $390,957, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights.
9. These options, which provided for vesting in four equal annual installments beginning on May 22, 2004, were cancelled in the merger in exchange for a cash payment of $3,912,672, representing the aggregate amount by which the merger consideration of $65.00 per share exceeds the base price of the stock appreciation rights.
Robert C. Warren, Jr. 03/29/2013
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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