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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 | ||||||||
| Series B Preferred | (5) | (5) | (5) | Common Stock | 10,727 | 321 | I | By GFLLC (3) | |||||||
| Series B Preferred | (5) | (5) | (5) | Common Stock | 90,666 | 2,720 | I | By SBL (4) | |||||||
| Series D Preferred | (6) | (6) | (6) | Common Stock | 42,500 | 170,000 | I | By SBL (4) | |||||||
| Series D Preferred | (6) | (6) | (6) | Common Stock | 3,329 | 13,318 | I | By GFLLC (3) | |||||||
| Nonqualifed Stock Option | $ 1.25 | 07/08/1999 | 07/08/2009 | Common Stock | 35,000 | 35,000 (7) | D | ||||||||
| Nonqualifed Stock Option | $ 2.73 | 11/29/2001 | 11/29/2011 | Common Stock | 11,250 | 11,250 (7) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOLSEN STEVEN 16 SOUTH PENNSYLVANIA AVENUE OKLAHOMA CITY, OK 73107 |
X | |||
| Jack E. Golsen, Attorney-In-Fact | 02/27/2008 | |
| **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) | These shares are owned of record by a revocable trust of which Steve Golsen is the settlor and trustee, with voting and dispositive power over the securities held in the trust. |
| (2) | These shares represent the reporting person's proportionate interest in the shares of the Issuer's common stock sold by Golsen Family LLC ("GFLLC") on February 25, 2008 and February 26, 2008, being 27,563 shares and 28,037 shares, respectively. |
| (3) | GFLLC is owned by Jack E. Golsen, chief executive officer and chairman of the board of the Issuer, through his revocable trust (45.923%), his spouse, Sylvia Golsen through her revocable trust (45.923%), his sons, Barry H. Golsen, director and the president of the Issuer (2.718%), and Steven J. Golsen, executive officer of a subsidiary of the Issuer (2.718%), and his daughter (2.718%). The amount of shares shown as beneficially owned by the reporting person is based on the reporting person's proportionate ownership in GFLLC (both direct ownership and indirect ownership through SBL, LLC). The reporting person disclaims beneficial ownership of the Issuer securities held by GFLLC, except to the extent of his pecuniary interest therein. |
| (4) | SBL, LLC ("SBL") is owned by GFLLC (49% owner), Barry Golsen (17% owner), the reporting person (17% owner), and the reporting person's sister (17% owner). Golsen Petroleum Corporation ("GPC") is a wholly owned subsidiary of SBL. The amount of shares shown as beneficially owned by the reporting person is based on the reporting person's proportionate ownership in SBL. Voting and dispositive power over the securities held by SBL and GPC is possessed by Jack E. Golsen, who is the chief executive officer and chairman of the board of the Issuer, and Barry H. Golsen, a director and the president of the Issuer. |
| (5) | Each share of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder into 33.3333 shares of the Issuer's common stock. Each share is convertible as long as such is outstanding. |
| (6) | The Company's Series "D" 6% Cumulative, Convertible Class C Preferred Stock is convertible at the option of the holder into the Issuer's common stock at the rate of four shares of Preferred "D" for one share of common stock. Each share is convertible as long as such is outstanding. |
| (7) | Nonqualified Stock Options ("NQSO") granted by the Issuer to the reporting person. All NQSOs held by the reporting person are currently exercisable. As of the date of this report, the total number of shares underlying the NQSOs held by the reporting person is 46,250. |
| (8) | These shares were sold pursuant to a Rule 10b5-1 Sales Plan adopted on November 29, 2007. |