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June 6, 2008


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Home > Investor Center > SEC Filings

Ownership

FILINGS SINCE MOST RECENT PROXY

DATE
TYPE
FIRM / PERSON
AGGREGATE AMOUNT BENEFICIALLY OWNED
PERCENT OF CLASS
February 14, 2008
SC-13G
1,525,140
 6.41%
January 22, 2008
SC-13G
 

 

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information, as of January 4, 2008, with respect to the only persons known by the Company to be the beneficial owners of more than 5% of the Class B Common Stock, the Company’s only class of voting securities:

 Name
Class of Stock
Type of Ownership
 Number of Shares
Percent of Class
Michael H. Dempsey
Class B
See (1) below
12,504,962
54.50%
Robert C. Macauley
Class B
Record and Beneficially
2,149,912
9.40%
Marquis Trust
Class B
Record and Beneficially
2,127,028
9.40%
Patricia M. Dempsey Trust
Class B
Record and Beneficially
2,127,028
9.40%
Family Trust for the benefit of Mary T. McAlpin
Class B
Record and Beneficially
2,127,028
9.40%
Hyatts Trust
Class B
Record and Beneficially 2,127,028
9.40%
Nob Hill Trust
Class B
Record and Beneficially
2,127,026
9.40%
Virginia D. Ragan
Class B
Record and Beneficially
1,268,255
5.54%
Mary T. McAlpin
Class B
Record and Beneficially
1,264,833
5.5%

Includes shares held (A) individually by Mr. Dempsey, including shares held in his grantor retained annuity trust (1,013,680 shares), (B) by Mr. Dempsey as trustee of a charitable lead annuity trust and as trustee of various Dempsey family trusts, including the trusts identified in this table as the Marquis Trust, Patricia M. Dempsey Trust, Family Trust for the benefit of Mary T. McAlpin, Hyatts Trust and Nob Hill Trust (10,963,668 shares), and (C) by Mr. Dempsey as president of a charitable foundation (525,140). Also includes shares held by a family trust (2,474 shares) of which Mr. Dempsey’s spouse is the trustee. Mr. Dempsey disclaims beneficial ownership of the shares held by this family trust.

The following table sets forth certain information, as of January 4, 2008, with respect to the Class A Common Stock and Class B Common Stock (the only equity securities of the Company) beneficially owned, directly or indirectly, by each director, nominee for director and each Named Executive Officer:

 
Title and Percent of Class (1)(2)
Name
Class A
%
Vicki L. Avril
6,510
*
Ronald L. Brown
24,284
*
Charles R. Chandler
73,510
*
Michael H. Dempsey
36,956(3)
*
Bruce A. Edwards
3,510
*
Mark A. Emkes
___
*
John F. Finn
___
*
David B. Fischer
6,856
*
Michael J. Gasser
359,022
1.5%
Daniel J. Gunsett
26,510
*
Judith D. Hook
21,378
*
Donald S. Huml
58,373
*
Gary R. Martz
55,698
*
Patrick J. Norton
14,510
*
Michael C. Patton
1,856
*
William B. Sparks, Jr.
63,364
*

 
Title and Percent of Class (1)
Name
Class B
%
Vicki L. Avril
0
*
Ronald L. Brown
1,400
*
Charles R. Chandler
0
*
Michael H. Dempsey
12,504,962 (4)
54.5%
Bruce A. Edwards
0
*
Mark A. Emkes
___
*
John F. Finn
___
*
David B. Fischer
___
*
Michael J. Gasser
23,796
*
Daniel J. Gunsett
2,000
*
Judith D. Hook
778,932
3.4%
Donald S. Huml
___
*
Gary R. Martz
600
Patrick J. Norton
___
*
Michael C. Patton
___
*
William B. Sparks, Jr.
6,896
*

* Less than one percent.

(1) Except as otherwise indicated below, the persons named in the table (and their spouses, if applicable) have sole voting and investment power with respect to all shares of Class A Common Stock or Class B Common Stock, as the case may be, owned by them. This table includes shares for Class A Common Stock subject to currently exercisable options, or options exercisable within 60 days of January 4, 2008, granted by the Company under certain stock option plans, for the following directors, nominee for director and Named Executive Officers: Ms. Avril—4,000; Mr. Brown—0; Mr. Chandler—60,000; Mr. Dempsey—28,000; Mr. Edwards—0; Mr. Emkes—0; Mr. Finn—0; Mr. Fischer—0; Mr. Gasser—331,000; Mr. Gunsett— 24,000; Ms. Hook—8,000; Mr. Huml—22,981; Mr. Martz—43,136; Mr. Norton—12,000; Mr. Patton—0; and Mr. Sparks—40,000.

(2)This table does include restricted shares of Class A Common Stock which have been awarded to a director under the Company’s 2005 Outside Directors Equity Award Plan, the receipt of which has been deferred at the election of such director, generally until the termination of such director’s Board membership, under the terms of the directors deferred compensation plan. If deferral is elected, restricted shares are issued to the trustee of a rabbi trust established in connection with the directors deferred compensation plan. The total number of restricted shares of Class A Common Stock which have been deferred by each director as of January 4, 2008, is as follows: Ms. Avril—2,510 shares; Mr. Chandler—2,510 shares; Mr. Dempsey—2,510 shares; Mr. Edwards—2,510 shares; Mr. Emkes—0 shares; Mr. Finn—0 shares; Mr. Gunsett—2,510 shares; Ms. Hook—2,510 shares; Mr. Norton—2,510 shares; and Mr. Sparks—804 shares.

(3)Includes shares of Class A Common Stock held (A) individually by Mr. Dempsey (4,258 shares), and (B) by Mr. Dempsey as trustee of various family trusts (4,698 shares) and Mr. Dempsey’s unexercised stock options as set forth in footnote (1).

(4)Includes shares of Class B Common Stock held (A) individually by Mr. Dempsey, including shares held in his grantor retained annuity trust (1,013,680 shares), (B) by Mr. Dempsey as trustee of a charitable lead annuity trust and as trustee of various Dempsey family trusts, including the trusts identified in the prior table as the Marquis Trust, Patricia M. Dempsey Trust, Family Trust for the benefit of Mary T. McAlpin, Hyatts Trust and Nob Hill Trust (10,963,668 shares), and (C) by Mr. Dempsey as president of a charitable foundation (525,140). Also includes shares held by a family trust (2,474 shares) of which Mr. Dempsey’s spouse is the trustee. Mr. Dempsey disclaims beneficial ownership of the shares held by this family trust.

The Class A Common Stock has no voting power, except when four quarterly cumulative dividends upon the Class A Common Stock are in arrears and in certain other limited circumstances.

The following table sets forth the equity securities owned or controlled by all directors and executive officers as a group (20 persons) as of January 4, 2008:

 

Title of class of stock
Amount beneficially owned
Percent of class
Class A Common Stock (1)
790,833
3.3%
Class B Common Stock
13,319,186
58.1%

(1) Shares represent the number of shares beneficially owned, directly or indirectly, by each director and executive officer, including Named Executive Officers as of January 4, 2008. The number includes 612,117 shares subject to currently exercisable options or options exercisable within 60 days of January 4, 2008, granted by the Company under certain stock option plans.