- Statement of Changes in Beneficial Ownership (4)
18 10월 2008 - 1:00AM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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
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1. Name and Address of Reporting Person
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STEINER ERIC I
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2. Issuer Name
and
Ticker or Trading Symbol
FAIRCHILD CORP
[
FA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
__
X
__ Other (specify below)
President and COO
/
Member of 13(d) group***
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(Last)
(First)
(Middle)
C/O THE FAIRCHILD CORPORATION, 1750 TYSONS BLVD., SUITE 1400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/4/2007
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(Street)
MCLEAN, VA 22102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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105270
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D
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Class A Common Stock
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80000
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I
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Held as Trustee of The Steiner Children's Trust
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Class A Common Stock
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33008
(7)
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I
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401K Plan
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Class A Common Stock
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3/4/2007
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W
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25000
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A
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$0
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25000
(9)
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I
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Spouse
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Class A Common Stock
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6/16/2008
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S
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5840
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D
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$2.21
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19160
(9)
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I
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Spouse
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Class A Common Stock
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6/16/2008
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S
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4160
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D
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$2.41
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15000
(9)
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I
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Spouse
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Class A Common Stock
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6/17/2008
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S
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5000
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D
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$2.35
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10000
(9)
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I
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Spouse
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Class A Common Stock
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6/23/2008
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S
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9100
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D
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$2.20
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900
(9)
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I
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Spouse
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Class A Common Stock
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6/23/2008
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S
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900
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D
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$2.36
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0
(9)
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I
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Spouse
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Class A Common Stock
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3/18/2008
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J
(8)
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442754
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A
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$0
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442754
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I
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Bayswater Ventures LP
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Class B Common Stock
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15000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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(1)
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(2)
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(3)
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Class A Common Stock
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15000
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15000
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D
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DCUs
(4)
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(5)
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2/28/2010
(6)
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2/28/2010
(6)
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Cl A Com Stk
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25545
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25545
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D
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DCUs
(4)
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(5)
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2/28/2010
(6)
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2/28/2010
(6)
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Cl A Com Stk
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4027
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4027
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D
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DCUs
(4)
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(5)
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2/28/2010
(6)
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2/28/2010
(6)
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Cl A Com Stk
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1666
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1666
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D
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DCUs
(4)
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(5)
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2/28/2010
(6)
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2/28/2010
(6)
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Cl A Com Stk
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11328
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11328
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D
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DCUs
(4)
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(5)
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2/28/2010
(6)
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2/28/2010
(6)
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Cl A Com Stk
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1260
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1260
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D
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Explanation of Responses:
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(
1)
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One share Class A Common for one share Class B Common
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(
2)
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Immediately exercisable.
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(
3)
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No expiration date.
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(
4)
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The Reporting Person elected to defer receipt of shares of common stock issuable upon exercise of his options, resulting in the accrual to his account of a corresponding no. of Deferred Compensation Units ("DCUs").
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(
5)
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One share Class A Common Stock for 1 Deferred Compensation Unit ("DCU").
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(
6)
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On 2/28/05, the Reporting Person, subject to the approval of the Issuer's Compensation Committee, revised the Distribution Date of previously reported DCUs to alter the pay-out date from 2/28/05 to 2/28/10.
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(
7)
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Includes 16,148 routine acquisitions by 401K Plan since last-filed Form 4.
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(
8)
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By virtue of becoming the sole director of the General Partner of Bayswater Ventures, LP effective March 18, 2008, the Reporting Person is deemed to be the beneficial owner of the Issuer's shares held by Bayswater Ventures, LP.
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(
9)
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Reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
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Remarks:
***The Reporting Person is a member of a 13(d) group owning more than 10%.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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STEINER ERIC I
C/O THE FAIRCHILD CORPORATION
1750 TYSONS BLVD., SUITE 1400
MCLEAN, VA 22102
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X
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X
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President and COO
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Member of 13(d) group***
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Signatures
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Eric I. Steiner
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10/17/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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:
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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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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.
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