SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CATO JOHN P D

(Last) (First) (Middle)
P.O. BOX 34216

(Street)
CHARLOTTE NC 282344216

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CATO CORP [ CTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT/VICE CHAIRMAN/CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK 09/15/2003 J(1) 10,000 D $0 92,661 D
CLASS B COMMON STOCK 09/15/2003 J(1) 10,000 A $0 457,350 D
CLASS A COMMON STOCK 3,000 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $7.69 04/27/1996(2) 04/27/2005 CLASS A COMMON STOCK 47,500 47,500 D
Stock Option (Right to Buy) $8.25 08/28/1998(3) 08/28/2007 CLASS B COMMON STOCK 300,000 300,000 D
Stock Option (Right to Buy) $13.06 02/26/1999(4) 02/29/2008 CLASS B COMMON STOCK 200,000 200,000 D
Stock Option (Right to Buy) $12.72 05/20/2000(5) 05/20/2009 CLASS B COMMON STOCK 100,000 100,000 D
Stock Option (Right to Buy) $13.25 08/26/2000(6) 08/26/2009 CLASS B COMMON STOCK 100,000 100,000 D
Explanation of Responses:
1. 10,000 Class B Shares from Thomas Edgar Cato were transferred to John P. D. Cato as 10,000 Class B Shares in a private transaction. 10,000 Class A shares from John P. D. Cato were transferred to Thomas Edgar Cato as 10,000 Class A Shares in a private transaction.
2. This option will vest in 5 equal annual increments beginning 4/27/96.
3. This option will vest in 5 equal annual increments beginning 8/28/98.
4. This option will vest in 5 equal annual increments beginning 2/26/99.
5. This option will vest in 5 equal annual increments beginning 5/20/2000.
6. This option will vest in 5 equal annual increments beginning 8/26/2000.
Remarks:
By: STUART L. USELTON, POWER OF ATTORNEY 09/16/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.