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The following table sets forth information as of March 31, 2010 (except as noted below) relating to the beneficial ownership of common stock by each person known by the Company to own beneficially more than 5% of the outstanding shares of common stock:
| Name Of Beneficial Owner |
Number Of Shares Of Common Stock Beneficially Owned (1) |
|
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109 |
|
10.0% |
Dimensional Fund Advisors LP
Palisades West, Building One
6300 Bee Cave Road
Austin, Texas 78746 |
|
8.3% |
Mike Brooks
C/O Rocky Brands, Inc.
39 East Canal Street
Nelsonville, Ohio 45764
|
|
6.4% |
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities.
(2) “Percent of Class” is calculated by dividing the number of shares beneficially owned by the total number of outstanding shares of the Company on March 31, 2010, plus the number of shares such person has the right to acquire within 60 days of March 31, 2010.
(3) Based on information filed on Schedule 13G/A with the Securities and Exchange Commission on February 16, 2010 by FMR LLC (“FMR”) and Edward C. Johnson 3d. Fidelity Management & Research Company, a wholly owned subsidiary of FMR, acts as an investment adviser to various investment companies under Section 203 of the Investment Advisers Act of 1940 and is beneficial owner of the shares reported. Mr. Johnson, along with other members of the Johnson family, through their ownership of Class B voting common stock and the execution of a shareholders’ voting agreement, are deemed to be a controlling group under the Investment Company Act of 1940 with respect to FMR.
(4) Based on information filed on Schedule 13G/A with the Securities and Exchange Commission on February 8, 2010. Dimensional Fund Advisors LP (“Dimensional”) furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (collectively, the “Funds”). In its role as investment advisor or manager, Dimensional possesses investment and/or voting power over the securities of the Company owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds.
(5) Includes 30,000 shares of common stock for Mike Brooks which could be acquired under stock options exercisable within 60 days of March 31, 2010.
Ownership
Of Common Stock By Management
The following table sets forth information regarding beneficial ownership of the Company’s common stock by each nominee for director, each director, each of the Company’s executive officers named in the Summary Compensation Table, and the directors and executive officers of the Company as a group as of March 31, 2010:
| Name |
Number of Shares Beneficially Owned (1) |
|
| Mike Brooks |
|
6.4% |
| J. Patrick Campbell |
|
* |
| Glenn E. Corlett |
|
* |
| Michael L. Finn |
|
* |
| G. Courtney Haning |
|
* |
| Curtis A. Loveland |
|
1.9% |
| James E. McDonald |
|
1.0% |
| Harley E. Rouda, Jr. |
|
* |
| David Sharp |
|
1.2% |
| James L. Stewart |
|
* |
| All Directors and Executive Officers as a Group
(10 persons) |
|
13.7% |
*indicates less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Except as otherwise noted, none of the named individuals shares with another person either voting or investment power as to the shares reported. “Percent of Class” is calculated by dividing the number of shares beneficially owned by the total number of outstanding shares of the Company on March 31, 2010, plus the number of shares such person has the right to acquire within 60 days of March 31, 2010.
(2) Includes 30,000 shares of common stock for Mr. Brooks, 10,000 shares of common stock for Mr. Campbell, 10,000 shares of common stock for Mr. Corlett, 10,000 shares of common stock for Mr. Finn, 10,000 shares of common stock for Mr. Haning, 10,000 shares of common stock for Mr. Loveland, 17,500 shares of common stock for Mr. McDonald, 10,000 shares of common stock for Mr. Rouda, 22,750 shares of common stock for Mr. Sharp, 10,000 shares of common stock for Mr. Stewart, and 140,250 shares of common stock for all directors and executive officers as a group, which could be acquired under stock options exercisable within 60 days of March 31, 2010.
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