- Annual Statement of Changes in Beneficial Ownership (5)
17 Fevereiro 2010 - 1:32PM
Edgar (US Regulatory)
FORM 5
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X
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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).
[ ]
Form 3 Holdings Reported
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X
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Expires:
February 28, 2011
Estimated average burden
hours per response...
1.0
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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
*
BARONE RICHARD A
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2. Issuer Name
and
Ticker or Trading Symbol
STEPHAN CO [TSC]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE CHAGRIN HIGHLANDS, 2000 AUBURN DRIVE SUITE 300
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2009
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(Street)
CLEVELAND, OH 44122
(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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Amount
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(A) or (D)
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Price
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Shares of Common Stock
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107601
(1)
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I
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By Merlin Partners, LP
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Shares of Common Stock
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12/8/2009
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S4
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10000
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D
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$2.7
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0
(1)
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I
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By Ancora Partners, LLC
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Shares of Common Stock
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12/8/2009
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P4
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10000
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A
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$2.7
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50000
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D
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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 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
(MM/DD/YYYY)
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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 at End of Issuer's Fiscal Year
(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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(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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Options to Buy
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$3.99
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9/29/2006
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9/29/2010
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Common Stock
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5062
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5062
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D
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Options to Buy
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$3.15
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6/30/2007
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6/30/2011
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Common Stock
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5062
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10124
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D
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Options to Buy
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$3.8
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6/30/2007
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A
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5062
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6/30/2008
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6/30/2012
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Common Stock
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5062
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$3.8
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15186
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D
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Options to Buy
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$3.18
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6/30/2008
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A
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5062
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6/30/2009
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6/30/2013
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Common Stock
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5062
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$3.18
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20248
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D
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Options to Buy
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$2.4
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6/30/2009
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A
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5062
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6/30/2010
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6/30/2014
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Common Stock
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5062
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$2.4
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5062
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I
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Options to Buy (which have not vested)
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Explanation of Responses:
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(
1)
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Mr. Barone is the majority owner of Ancora Advisors, LLC, which is General Partner of Merlin Partners, LP. Further Mr. Barone is the Managing Partner of Ancora Partners, LLC, which is an affiliate of Ancora Advisors, LLC. Reported shares do not include shares held by accounts managed by Mr. Barone that are charged a management fee only. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
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Remarks:
Due to Issuer filing Form 15 on 12/28/2009, Reporting Person no longer subject to Section 16 vis a vis Issuer.
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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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BARONE RICHARD A
ONE CHAGRIN HIGHLANDS
2000 AUBURN DRIVE SUITE 300
CLEVELAND, OH 44122
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X
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Signatures
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/s/ Richard A. Barone
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2/17/2010
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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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