| 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
SAMSONITE CORP/FL [ SAMC.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2005 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| 2003 Convertible Preferred Stock, par value $0.01 | $0.42 | 11/14/2005 | P | 66 | (1) | (2) | Common Stock | 188,397(3) | $1,198.8913(4) | 46,119 | I | See Footnote(5) | |||
| Explanation of Responses: |
| 1. The 2003 Convertible Preferred Stock is immediately convertible at the option of the holder. |
| 2. There is no expiration date. |
| 3. Calculated by dividing the face value and accrued dividends (through November 14, 2005) by the conversion price. |
| 4. The Form 4 filing software only allows for numbers to be expressed up to four decimal places. The actual purchase price per share of 2003 Convertible Preferred Stock was $1,198.89134870427 (reflecting $1,000 face amount per share plus further dividend accrual through November 14, 2005, the trade settlement date, the exercise price to convert the Preferred Stock and the value of the Common Stock). |
| 5. Bain Capital (Europe) LLC ("BCE") is the direct beneficial owner of the shares reported in Table II. Bain Capital Investors, LLC ("BCI") is the sole manager of BCE and, as such, may be deemed to be the beneficial owner of the shares reported in Table II. The Reporting Person is a Vice President of BCE and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by BCE to the extent of the Reporting Person's indirect proportionate interest in BCE. The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table II, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
| Remarks: |
| The Reporting Person does not directly hold any shares of capital stock of Samsonite Corp. Prior to this Form 4, the Reporting Person reported his proportionate interest in the shares of capital stock held by Bain Capital (Europe) LLC ("BCE"). The Reporting Person is a Vice President of BCE and, therefore, may be deemed to have an indirect pecuniary interest in the shares of capital stock held by BCE (see Footnote 5 to this Form 4). Consistent with Instruction 4(b)(iv) to Form 4, the Reporting Person has determined to report in this Form 4 and all future Section 16 filings the aggregate holdings of BCE's investment in Samsonite Corp. rather than the proportionate interest that the Reporting Person may be deemed to have in such holdings. |
| Ferdinando Grimaldi Quartieri | 11/15/2005 | |
| ** 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. | ||