| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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*
| MARVEL CHARACTERS B.V., 2240 PALM BEACH LAKES BLVD., SUITE 101 | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Marvel Entertainment, Inc.
[MVL] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)| X | Director | X | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | See Exhibit 99.1 attached |
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3. Date of Earliest Transaction (Month/Day/Year) 04/30/2009 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line) | Form filed by One Reporting Person | | X | Form filed by More than One Reporting Person |
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| 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 |
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Common Stock
| 04/30/2009 | | M | |
166,667
| A | $
25
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373,022
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D
| |
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Common Stock
| 04/30/2009 | | M | |
166,666
| A | $
30
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539,688
|
D
| |
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Common Stock
| 04/30/2009 | | F | |
312,184
| D | $
31.03
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227,504
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D
| |
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Common Stock
| 04/30/2009 | | J | |
21,149
| D | $
0
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206,355
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D
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Common Stock
| 04/30/2009 | | J | |
21,149
| A | $
0
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28,681,430
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I
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Held by or through Mr. Permlutter's trust
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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 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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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Stock Option (right to buy)
| $
25
| 04/30/2009 | | M | | |
166,667
| 05/04/2004 | 05/04/2009 |
Common Stock
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166,667
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$
0
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0
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D
| |
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Stock Option (right to buy)
| $
30
| 04/30/2009 | | M | | |
166,666
| 05/04/2004 | 05/04/2009 |
Common Stock
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166,666
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$
0
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0
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D
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1. Name and Address of Reporting Person*
| MARVEL CHARACTERS B.V., 2240 PALM BEACH LAKES BLVD., SUITE 101 | |
(Street)
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1. Name and Address of Reporting Person*| ISAAC PERLMUTTER TRUST 01/28/1993 |
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
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| /s/ Benjamin Dean, attorney-in-fact for Isaac Perlmutter, the Isaac Perlmutter Trust 01/28/1993 and Object Trading Corp. | 04/30/2009 |
| ** 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).
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| 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. |
the following:
Directors, its Chief Executive Officer and a 10% beneficial owner of the Issuer;
“Trust”), a 10% beneficial owner of the Issuer. Mr. Perlmutter is a Trustee and the sole beneficiary
of the Trust; and
10% beneficial owner of the Issuer. The Trust is the sole stockholder of Object.
stock of Marvel Entertainment, Inc. (“Common Stock”) directly and, as described below, he may be deemed to
own an additional 28,681,430 shares of Common Stock indirectly. Mr. Perlmutter holds not-yet-exercisable options
to acquire an additional 1,264,354 shares of Common Stock.
owns 206,355 currently outstanding shares of Common Stock. He also directly holds the following options, to purchase an
aggregate of 1,264,354 shares of Common Stock:
Common Stock at $25.86 per share. One-third of these options are scheduled to become exercisable on each of
Common Stock at $23.15 per share. One-third of these options are scheduled to become exercisable on each of
Mr. Perlmutter that expires on May 4, 2009, whose exercise price is $35 per share.
Mr. Perlmutter may be deemed to beneficially own 28,681,430 shares of Common Stock owned directly or indirectly by
the Isaac Perlmutter Trust 01/28/1993, a Florida revocable trust (the “Perlmutter Trust”). The Perlmutter
Trust is the sole stockholder of Object Trading Corp. and Zib, Inc. Object Trading Corp. and Zib, Inc. are Florida
corporations.
owns 10,364,105 shares of Common Stock.
Trust may be deemed to beneficially own an additional 14,622,680 and 3,694,645 shares of Common Stock owned directly by
Object Trading Corp. and Zib, Inc. respectively.