- Statement of Changes in Beneficial Ownership (4)
02 4월 2011 - 5:37AM
Edgar (US Regulatory)
FORM 4
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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).
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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
*
WENTZ DAVE
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2. Issuer Name
and
Ticker or Trading Symbol
USANA HEALTH SCIENCES INC
[
USNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
C.E.O.
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(Last)
(First)
(Middle)
3838 WEST PARKWAY BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/30/2011
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(Street)
SALT LAKE CITY, UT 84120
(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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Common Stock
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3/30/2011
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J/K
(1)
(2)
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48447
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D
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(1)
(2)
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118830
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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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Prepaid variable forward contract (obligation to sell)
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(1)
(2)
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3/30/2011
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J/K
(1)
(2)
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50000
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3/30/2011
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3/30/2011
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Common Stock
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50000
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$0
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0
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D
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Explanation of Responses:
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(
1)
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On March 30, 2011, Mr. Wentz settled a prepaid variable forward contract (the "Contract") that was entered into on September 17, 2010 with an unaffiliated third party buyer (the "Buyer"). Pursuant to the Contract, Mr. Wentz pledged 50,000 shares (the "Pledged Shares") of common stock of USANA Health Sciences, Inc. to secure his obligation to deliver up to 50,000 shares of common stock on March 30, 2011 (the "Valuation Date"). In exchange, Mr. Wentz received $1,620,644, representing 78.25% of the value of the shares on the contract date.
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(
2)
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(continuation of prior footnote) The actual number of shares Mr. Wentz was obligated to deliver was based on the closing price (the "Final Price") of the common stock on the Valuation Date, as follows: (i) if the Final Price is at or above $44.7567 per share (the "Cap Price"), Mr. Wentz is obligated to deliver a number of shares determined by reference to a formula specified in the Contract, (ii) if the Final Price is between $33.1378 per share (the "Floor Price") and the Cap Price, Mr. Wentz is obligated to deliver a number of shares determined by reference to a formula specified in the Contract and (iii) if the Final Price is at or below the Floor Price, Mr. Wentz is obligated to deliver 50,000 shares. On March 30, 2011, the Final Price was $34.20. Pursuant to the contract, Mr. Wentz transferred to the purchaser 48,447 of the Pledged Shares, and the Buyer returned to Mr. Wentz the remaining 1,553 Pledged Shares.
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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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WENTZ DAVE
3838 WEST PARKWAY BLVD
SALT LAKE CITY, UT 84120
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C.E.O.
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Signatures
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James Bramble, as attorney in fact
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4/1/2011
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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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USANA Health Sciences (NYSE:USNA)
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USANA Health Sciences (NYSE:USNA)
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부터 7월(7) 2023 으로 7월(7) 2024