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Form 4 BOOKS A MILLION INC For: Dec 10 Filed by: Joel R Anderson Family Foundation

December 14, 2015 5:25 PM EST
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
or Section 30(h) of the Investment Company Act of 1940
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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 *
Joel R Anderson Family Foundation

(Last) (First) (Middle)
C/O ABROMS & ASSOCIATES, P.C.
201 S. COURT STREET, SUITE 610

(Street)
FLORENCE AL 35630

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BOOKS A MILLION INC [ BAMM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks below
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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
Common Stock, par value $0.01 per share 12/10/2015   J (1)   83,000 D (1) 0 D  
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 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: 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
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of July 13, 2015, by and among the Issuer, Family Acquisition Holdings, Inc. ("Parent") and Family Merger Sub, Inc. ("Sub"), on December 10, 2015, Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, in accordance with the terms of that certain rollover letter, dated July 13, 2015, by and among Parent, the reporting person and certain other rollover investors, the reporting person contributed these shares, valued at $3.25 per share, to Parent immediately prior to the effectiveness of the Merger in exchange for capital stock in Parent.
Remarks:
The reporting person is filing this report because it may be deemed to be a member of a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) which owns more than 10% of the Common Stock, par value $.01 per share (the "Common Stock"), of the Issuer. The reporting person does not have (i) any direct or indirect pecuniary interest in or (ii) the power to vote or dispose of, or the power to direct the vote or disposition of, any Common Stock of the Issuer held by any other person, including, without limitation, any other person who may be deemed to be a member of such group. Accordingly, the reporting person disclaims beneficial ownership of any securities of the Issuer held by any other person, including, without limitation, any other person who may be deemed to be a member of such group, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 under the Securities Exchange Act or otherwise.
/s/ Clyde Anderson, by Power of Attorney 12/14/2015
** 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.
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.
POWER OF ATTORNEY

Know by all these presents, that the undersigned hereby makes, constitutes and
appoints Clyde B. Anderson his, her or its true and lawful attorney-in-fact (the
"Attorney-In-Fact"), with full power and authority, including without limitation
the power of substitution and resubstitution, in the name of and for and on the
behalf of the undersigned:

(a) For the purpose of complying with the requirements of the Securities Act of
1933, as amended, and the rules of the Securities and Exchange Commission (the
"Commission") promulgated thereunder (collectively, the "Securities Act"), and
the Securities Exchange Act of 1934, as amended, and the rules of the Commission
promulgated thereunder (collectively, the "Exchange Act"), to prepare or cause
to be prepared, execute, sign and file with the Commission and all applicable
securities exchanges on behalf of the undersigned all statements, reports and
other filings (including without limitation any amendments thereto) required to
be filed by the undersigned under the Securities Act or the Exchange Act,
including without limitation all Schedules 13E-3, and any amendments or exhibits
thereto, with respect to the securities of Books-A-Million, Inc. (the "Issuer");
and

(b) To make, execute, acknowledge, and deliver such other documents, letters,
and other writings, including communications to the Commission, and in general
to do all things and to take all actions, which the Attorney-In-Fact in his sole
discretion may consider necessary or proper in connection with or to carry out
the objective of complying with the Securities Act and the Exchange Act, as
fully as could the undersigned if personally present and acting.  The
Attorney-In-Fact is hereby empowered to determine in his sole discretion the
time or times when, purpose for and manner in which any power herein conferred
upon him shall be exercised, and the conditions, provisions, or other contents
of any report, instrument or other document which may be executed by him
pursuant hereto.

The undersigned hereby ratifies all that the Attorney-In-Fact shall do under the
authority of this Power of Attorney.

The undersigned acknowledges that the foregoing Attorney-In-Fact, in serving in
such capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with the Securities Act or Exchange
Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to make filings with the Commission with
respect to the undersigned's holdings of and transactions in securities of the
Issuer, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing Attorney-In-Fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of August, 2015

THE JOEL R. ANDERSON FAMILY FOUNDATION
By  /s/ Joel R. Anderson
Name: Joel R. Anderson
Title: Chairman




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