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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LANDSTAR SYSTEM INC [ LSTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 10/29/2014 | M | 258 | A | $44.32 | 2,507 | D | |||
| Common Stock | 10/29/2014 | M | 3,608 | A | $41.57 | 6,115 | D | |||
| Common Stock | 10/29/2014 | M | 1,272 | A | $39.32 | 7,387 | D | |||
| Common Stock | 10/29/2014 | M | 3,492 | A | $44.32 | 10,879 | D | |||
| Common Stock | 10/29/2014 | M | 8,893 | A | $41.57 | 19,772 | D | |||
| Common Stock | 10/29/2014 | M | 6,229 | A | $39.32 | 26,001 | D | |||
| Common Stock | 10/29/2014 | M | 4,000 | A | $51.99 | 30,001 | D | |||
| Common Stock | 10/29/2014 | F | 17,101(1) | D | $74.51 | 12,900 | D | |||
| Common Stock | 10/30/2014 | S | 5,400 | D | $73.737(2) | 7,500 | D | |||
| Common Stock | 389(3) | I | By Landstar System, Inc 401(k) Savings Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options (Right to Buy) | $44.32 | 10/29/2014 | M | 258 | (4) | 02/01/2017 | Common Stock | 258 | $0 | 3,492 | D | ||||
| Stock Options (Right to Buy) | $41.57 | 10/29/2014 | M | 3,608 | (5) | 01/02/2018 | Common Stock | 3,608 | $0 | 8,893 | D | ||||
| Stock Options (Right to Buy) | $39.32 | 10/29/2014 | M | 1,272 | 01/02/2014 | 01/02/2019 | Common Stock | 1,272 | $0 | 6,229 | D | ||||
| Stock Options (Right to Buy) | $44.32 | 10/29/2014 | M | 3,492 | (4) | 02/01/2017 | Common Stock | 3,492 | $0 | 0 | D | ||||
| Stock Options (Right to Buy) | $41.57 | 10/29/2014 | M | 8,893 | (5) | 01/02/2018 | Common Stock | 8,893 | $0 | 0 | D | ||||
| Stock Options (Right to Buy) | $39.32 | 10/29/2014 | M | 6,229 | 01/02/2014 | 01/02/2019 | Common Stock | 6,229 | $0 | 0 | D | ||||
| Stock Options (Right to Buy) | $51.99 | 10/29/2014 | M | 4,000 | (6) | 02/06/2022 | Common Stock | 4,000 | $0 | 6,000 | D | ||||
| Explanation of Responses: |
| 1. Represents shares withheld to pay the exercise price and tax withholding obligations. |
| 2. The price reported is the weighted average sale price for the transactions reported. The prices received ranged from $73.20 to $74.50. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range. |
| 3. Since the date of the reporting person's last ownership report, he transferred 50 percent of the shares of LSTR common stock in the 401(k) Savings Plan to his ex-wife pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife. |
| 4. Options became exercisable in three equal annual installments beginning 02/01/2008. |
| 5. Options became exercisable in five equal annual installments beginning 01/02/2009. |
| 6. Options became exercisable as to 2,000 shares on each of 02/06/2013 and 02/06/2014. |
| /s/ L. Kevin Stout, attorney-in-fact | 10/31/2014 | |
| ** 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. | ||