- Statement of Changes in Beneficial Ownership (4)
July 30 2012 - 3:42PM
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, 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
*
LORBERBAUM JEFFREY S
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2. Issuer Name
and
Ticker or Trading Symbol
MOHAWK INDUSTRIES INC
[
MHK
]
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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 and CEO
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(Last)
(First)
(Middle)
MOHAWK INDUSTRIES INC, P O BOX 12069
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/25/2012
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(Street)
CALHOUN, GA 30703
(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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8414619
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I
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Aladdin Partners
(1)
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Common Stock
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194
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I
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Managed Account
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Common Stock
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386702
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I
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PAS Trust
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Common Stock
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3/2/2012
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G
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V
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366535
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D
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$0
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55800
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D
(2)
(3)
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Common Stock
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3/2/2012
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G
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V
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366535
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A
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$0
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741140
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I
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Dalton Partners
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Common Stock
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7/25/2012
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J
(4)
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741140
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D
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(4)
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741140
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I
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see fn 4
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Common Stock
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7/25/2012
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J
(4)
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741140
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A
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(4)
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741140
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I
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see fn 4
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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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Explanation of Responses:
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(
1)
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The reporting person reports indirect beneficial ownership of 100% of the issuer shares held by Aladdin Partners, L.P., but disclaims beneficial ownership of these shares except to the extent of his individual pecuniary interest in such shares.
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(
2)
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The reporting person previously reported as indirectly beneficially owned 1,282,918 issuer shares held by JMS Group, L.P. (the "Family Partnership"). On February 29, 2012, the Family Partnership distributed and, in connection therewith, the general partner, SJL Management ("SJL") and the limited partners, including the reporting person, received a distribution of issuer shares (the "Family Partnership Distribution"). On March 1, 2012, SJL distributed the issuer shares it received in connection with the Family Partnership Distribution pro rata to each of its two owners, including the reporting person (the "SJL Distribution"). The Family Partnership no longer holds any issuer shares; however, the reporting person and the family affiliates retained investment control of the respective amount of shares they controlled prior to the Family Partnership Distribution and there was no sale or disposition of issuer shares to third parties.
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(
3)
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The reporting person received 356,185 shares in connection with the Family Partnership Distribution and 10,350 shars in connection with the SJL Distribution, which transactions were exempt under Rule 16a-13 as a change in form of beneficial ownership. The reporting person previously reported his indirect beneficial ownership of all of these shares through the Family Partnership. Following these transactions, the reporting person beneficially owned, directly, 422,335 issuer shares. On March 2, 2012, the reporting person transferred by gift 366,535 of such shares to Dalton Partners, L.P. ("Dalton Partners"), which resulted in the reporting person benefically owning, directly, 55,800 shares.
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(
4)
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Reflects the exchange, of estate planning purpose, of the reporting person's 99.9% LP interest in Dalton Partners to the Lorberbaum Dynasty Trust (the "Dynasty Trust") for a promissory note from the Dynasty Trust. Both entities are controlled by the reporting person. Following this transaction, Dalton Partners continued to hold 741,140 issuer shares, which are indirectly beneficially owned by the reporting person due to his investment control over such shares. The reporting person disclaims beneficial ownership of the shares held by Dalton Partners except to the extent of his individual pecuniary interest in such shares.
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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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LORBERBAUM JEFFREY S
MOHAWK INDUSTRIES INC
P O BOX 12069
CALHOUN, GA 30703
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X
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Chairman and CEO
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Signatures
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Jeffrey S. Lorberbaum
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7/30/2012
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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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