Statement of Changes in Beneficial Ownership (4)
May 06 2015 - 4:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
FALK THOMAS J
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2. Issuer Name
and
Ticker or Trading Symbol
KIMBERLY CLARK CORP
[
KMB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman of the Board and CEO
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(Last)
(First)
(Middle)
P.O. BOX 619100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/4/2015
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(Street)
DALLAS, TX 75261-9100
(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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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/4/2015
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M
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79766.0000
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A
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$75.2203
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79766.0000
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D
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Common Stock
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5/4/2015
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M
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78596.0000
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A
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$98.9241
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158362.0000
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D
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Common Stock
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5/4/2015
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S
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78596.0000
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D
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$110.7079
(1)
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79766.0000
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D
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Common Stock
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5/4/2015
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S
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79766.0000
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D
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$111.1237
(2)
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0.0000
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D
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Common Stock
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13844.6600
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I
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401(k) and Profit Sharing Plan
(3)
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Common Stock
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523798.0000
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I
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Held by TKM II, Ltd.
(4)
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Common Stock
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99411.0000
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I
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Held by TKM, Ltd.
(5)
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Table II - Derivative Securities 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
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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 Following Reported Transaction(s) (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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Code
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V
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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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Stock Option (Right to Buy)
(6)
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$98.9241
(7)
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5/4/2015
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M
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78596.0000
(7)
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(8)
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5/1/2023
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Common Stock
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78596.0000
(7)
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$0.0000
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123579.0000
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D
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Stock Option (Right to Buy)
(6)
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$75.2203
(7)
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5/4/2015
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M
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79766.0000
(7)
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(9)
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5/2/2022
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Common Stock
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79766.0000
(7)
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$0.0000
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0.0000
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D
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Explanation of Responses:
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(
1)
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This transaction was executed in multiple trades at prices ranging from $110.50 to $110.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(
2)
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This transaction was executed in multiple trades at prices ranging from $110.99 to $111.51. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(
3)
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Shares are held by the trustee of the Kimberly-Clark Corporation 401(k) and Profit Sharing Plan and beneficially owned by the reporting person as of recent practicable date.
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(
4)
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TKM II, Ltd. is a family limited partnership which is owned by (i) an entity owned by a trust, controlled by the reporting person and his spouse as general partner, and (ii) a trust controlled by the reporting person and his spouse as limited partners.
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(
5)
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TKM, Ltd. is a family limited partnership which is owned by (i) an entity owned by a trust, controlled by the reporting person and his spouse as general partner and (ii) two family trusts previously established for the benefit of the reporting person's son as limited partners.
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(
6)
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Employee stock option granted under the Kimberly-Clark Corporation 2011 Equity Participation Plan.
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(
7)
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All historical share and stock option exercise price data in this Form 4 have been adjusted to reflect the Corporation's spin-off of its wholly-owned subsidiary Halyard Health, Inc. on October 31, 2014. The adjustments were made to preserve the intrinsic value of the reporting person's stock options existing prior to the spin-off.
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(
8)
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The stock options were granted on May 1, 2013, and are fully vested and exercisable.
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(
9)
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The stock options were granted on May 2, 2012, and are fully vested and exercisable.
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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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FALK THOMAS J
P.O. BOX 619100
DALLAS, TX 75261-9100
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X
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Chairman of the Board and CEO
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Signatures
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/s/ Jeffrey S. McFall as attorney-in-fact for Thomas J. Falk
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5/6/2015
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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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