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
MOHAWK INDUSTRIES INC [ MHK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/07/2012 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 8,414,619 | I | Aladdin Partners(1) | |||||||
Common Stock | 194 | I | Managed Account | |||||||
Common Stock | 1,282,918 | I | Family Partnership(2) | |||||||
Common Stock | 386,702 | I | PAS Trust(2)(3) | |||||||
Common Stock | 02/07/2012 | G(4) | V | 374,605 | D | $0 | 27,085 | D | ||
Common Stock | 02/07/2012 | G | V | 374,605 | A | $0 | 374,605 | I | Dalton Partners(4) | |
Common Stock | 02/20/2012 | D(5) | 884 | D | $66.79 | 26,201 | D | |||
Common Stock | 02/20/2012 | D(5) | 240 | D | $66.79 | 25,961 | D | |||
Common Stock | 02/21/2012 | D(5) | 564 | D | $66.14 | 25,397 | D |
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 |
Explanation of Responses: |
1. The reporting person reports indirect beneficial ownership of 100% of the issuer shares held by Aladdin Partners, L.P., but disclaims beneficial ownership of these shares except to the extent of his individual pecuniary interest in such shares. |
2. While the number of shares shown as held indirectly through this partnership has declined, the reporting person did not engage in any sale or disposition of Mohawk shares. The reporting person previously reported as indirectly beneficially owned 1,831,120 issuer shares held by JMS Group, L.P. (the "Family Partnership"). On December 13, 2011, in connection with estate planning, the Family Partnership distributed 548,202 shares to the reporting person's PAS Trust (the "Family Partnership Distribution"). |
3. Reflects 548,202 issuer shares received in connection with the Family Partnership Distribution and the distributions of 86,500 and 75,000 of such shares to the reporting person on December 22, 2011 and January 31, 2012, respectively (the "PAS Trust Distributions"). The reporting person previously reported his indirect beneficial ownership of all of these shares through the Family Partnership. |
4. The reporting person received 161,500 shares in connection with the PAS Trust Distributions. The reporting person previously reported his indirect beneficial ownership of all these shares through the Family Partnership. Following these transactions, the reporting person beneficially owned, directly, 401,690 issuer shares. On February 7, 2012, the reporting person transferred 374,605 of such shares to a new family limited partnership ("Dalton Partners"), which resulted in the reporting person beneficially owning, directly, 27,085 shares. The reporting person disclaims beneficial ownership of the shares held by Dalton Partners except to the extent of his individual pecuniary interest in such shares. |
5. Disposition related to meeting tax obligations upon vesting of restricted stock units. |
Jeffrey S. Lorberbaum | 02/22/2012 | |
** 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. |