FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

STROBEL RANDY W
2. Issuer Name and Ticker or Trading Symbol

ANALYSTS INTERNATIONAL CORP [ ANLYD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior VP and CFO
(Last)          (First)          (Middle)

3601 WEST 76TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

3/2/2010
(Street)

EDINA, MN 55435
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Option (Right to Buy)   $6.40   (1)                    (1) 8/25/2018   Common Stock   50000   (1)   50000   (1) D  
 
Stock Option (Right to Buy)   $2.821   3/2/2010     A      22000         (2) 3/2/2020   Common Stock   22000   $0   22000   D  
 

Explanation of Responses:
( 1)  This option was previously reported as covering 250,000 shares at an exercise price of $1.28, but was adjusted to reflect the reverse stock split that occurred on 2/26/10. Now exercisable in annual increments of 12,500 shares commencing 8/25/08.
( 2)  Exercisable in annual increments of 5,500 shares commencing 3/2/10.

Remarks:
On 2/26/10, the Company completed a one-for-five reverse stock split. All common stock amounts and exercise prices in the filing relating to securities acquired prior to 2/26/10 have been adjusted to reflect the one-for-five reverse stock split.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STROBEL RANDY W
3601 WEST 76TH STREET
EDINA, MN 55435


Senior VP and CFO

Signatures
/s/ Robert E. Woods as Attorney-in-Fact for Randy W. Strobel pursuant to Power of Attorney previously filed. 3/3/2010
** 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.
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