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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option | $ 1.76 | 12/13/2004 | H(2) | 35,416 | (5) | 05/14/2011 | Common Stock | 35,416 | $ 0.49 (2) | 0 | D | ||||
| Option | $ 1.76 | 12/13/2004 | H(2) | 10,000 | (6) | 05/14/2011 | Common Stock | 10,000 | $ 0.49 (2) | 0 | D | ||||
| Option | $ 2.65 | (3) | 02/19/2012 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Phantom Stock Units | (7) | 12/13/2004 | M | 10,182 | (4) | (4) | Common Stock | 10,182 | (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GRAVES PETER L C/O HOME PRODUCTS INTERNATIONAL, INC. 4501 WEST 47TH STREET CHICAGO, IL 60632 |
Sr. V.P. Sales & Marketing | |||
| /s/ Peter L. Graves | 12/15/2004 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Act"), the reporting person disclaims that he, is in fact, for purposes of Section 16 of the Act, or otherwise, the beneficial owner of such shares. |
| (2) | The option was cancelled in the tender offer in exchange for payment of an amount in cash equal to the product of (1) the excess of $2.25 over the per share exercise price of the option, multiplied by (2) the number of shares subject to such option. |
| (3) | Options vest in four equal annual installments beginning on February 19, 2003, or upon a change of control. |
| (4) | Issued under the Company's Executive Incentive Plan. Under the Executive Incentive Plan, upon a change of control transaction, which the consummation of the tender offer constitutes, all phantom stock units are converted to cash by multiplying the number of such units by the sale price of the common stock on the last business day before the change of control occurs, and the resulting amount is payable in cash upon closing of such change of control transaction. On December 10, 2004, the last business day before the tender offer was consummated, the sale price of the common stock was $2.29 per share. |
| (5) | Option is fully vested. |
| (6) | Options vest in four equal annual installments beginning on May 14, 2002, or upon a change of control. |
| (7) | 1-for-1 |