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*
GEHL WILLIAM D

(Last) (First) (Middle)
C/O GEHL COMPANY
143 WATER STREET

(Street)
WEST BEND WI 53095

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GEHL CO [ GEHL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/21/2008
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 10/21/2008 D 29,768 D $0(1) 63,366 D
Common Stock 10/21/2008 D 63,366 D $0(2) 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 Right $17.33 10/21/2008 D 54,852 (3) 02/28/2018 Common Stock 54,852 $0(1) 0 D
Stock Appreciation Right $28.68 10/21/2008 D 40,552 (4) 02/22/2017 Common Stock 40,552 $0(1) 0 D
Stock Options (Right to Buy)(5) $5.8933 10/21/2008 D 12,500 12/19/2005(6) 12/19/2012 Common Stock 12,500 $0(1) 0 D
Stock Options (Right to Buy)(7) $8.0833 10/21/2008 D 75,000 12/14/2003(6) 12/14/2010 Common Stock 75,000 $0(1) 0 D
Stock Options (Right to Buy)(8) $9.06 10/21/2008 D 45,000 12/18/2006(6) 12/18/2013 Common Stock 45,000 $0(1) 0 D
Stock Options (Right to Buy)(9) $9.3333 10/21/2008 D 29,000 12/17/2001(6) 12/17/2008 Common Stock 29,000 $0(1) 0 D
Stock Options (Right to Buy)(10) $9.9333 10/21/2008 D 97,500 12/13/2004(6) 12/13/2011 Common Stock 97,500 $0(1) 0 D
Stock Options (Right to Buy)(11) $11.8333 10/21/2008 D 45,000 12/16/2002(6) 12/16/2009 Common Stock 45,000 $0(1) 0 D
Stock Options (Right to Buy)(12) $16.6333 10/21/2008 D 54,000 12/15/2007(6) 12/15/2014 Common Stock 54,000 $0(1) 0 D
Stock Options (Right to Buy)(13) $34.04 10/21/2008 D 26,124 (14) 02/23/2016 Common Stock 26,124 $0(1) 0 D
Explanation of Responses:
1. Immediately prior to the acceptance by Tenedor Corporation ("Tenedor") for payment of the shares tendered pursuant to the tender offer (the "Tender Offer") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 7, 2008, among Manitou BF S.A., Tenedor and Gehl Company, each outstanding stock option, restricted stock or stock appreciation right award held by the reporting person was cancelled and converted into the right to receive from Gehl Company an amount equal to (a) the number shares previously underlying such award, multiplied by (b) $30.00 per share (the "Offer Price"), less the exercise price, if any, of the award.
2. Shares of common stock previously held by the reporting person were tendered in the Tender Offer pursuant to the Merger Agreement, and were accepted for payment of the Offer Price by Tendedor on October 21, 2008.
3. These Stock Appreciation Rights, granted on February 29, 2008, vest and become exercisable in three equal annual installments on February 29, 2009, 2010 and 2011 and will be settled in cash.
4. These Stock Appreciation Rights vest and become exercisable in three equal annual installments on February 23, 2008, 2009 and 2010 and will be settled in cash.
5. These options were granted on 12/20/2002 to the reporting person under the Gehl Company 2000 Equity Incentive Plan.
6. These options were subject to a three-year period following the date of grant during which such options vested and became exercisable on a cumulative basis with respect to one-third of the shares covered by the options each year.
7. These options were granted on 12/15/2000 to the reporting person under the Gehl Company 2000 Equity Incentive Plan.
8. These options were granted on 12/19/2003 to the reporting person under the Gehl Company 2000 Equity Incentive Plan.
9. These options were granted on 12/18/1998 to the reporting person under the Gehl Company 1995 Stock Option Plan.
10. These options were granted on 12/14/2001 to the reporting person under the Gehl Company 2000 Equity Incentive Plan.
11. These options were granted on 12/17/1999 to the reporting person under the Gehl Company 1995 Stock Option Plan.
12. These options were granted on 12/16/2004 to the reporting person under the Gehl Company 2004 Equity Incentive Plan.
13. These options were granted on 2/24/2006 to the reporting person under the Gehl Company 2004 Equity Incentive Plan.
14. These options are subject to a three-year period following the date of grant during which such options vest and become exercisable on a cumulative basis with respect to one-third of the shares covered by the options each year. The options are subject to immediate vesting following the occurrence of certain events.
Remarks:
Michael J. Mulcahy, Attorney-in-Fact 10/24/2008
** 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.
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