- Statement of Changes in Beneficial Ownership (4)
09 Oktober 2009 - 9:49PM
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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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
*
PIHL CHARLES E
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2. Issuer Name
and
Ticker or Trading Symbol
GANDER MOUNTAIN CO
[
GMTN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
4567 AMERICAN BLVD. W.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/27/2009
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(Street)
MINNEAPOLIS, MN 55437
(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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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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Option (Right to Buy)
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$5.15
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9/27/2009
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P
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680220
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(2)
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(2)
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Common Stock
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680220
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$0
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680220
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I
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By Holiday Stationstores, Inc.
(1)
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Explanation of Responses:
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(
1)
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The reporting person disclaims beneficial ownership of the shares held by Holiday Stationstores, Inc. ("Holiday") except to the extent of the reporting person's economic interest in these shares.
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(
2)
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On 9-27-2009, the Issuer's board approved a reverse stock split after which any shareholder holding less than one share will receive $5.15 for each pre-split share. Holiday has agreed with the Issuer to fund a portion of these cash payments, and the Issuer has agreed to issue to Holiday shares equal to this funding amount divided by $5.15. Holiday has the right, under certain conditions, to request the issuance of 680,220 of these shares prior to the effective date of the split. However, Holiday's right to receive the 680,220 shares can be terminated before it is exercised under specified circumstances by the Issuer or the special committee of the board.
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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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PIHL CHARLES E
4567 AMERICAN BLVD. W.
MINNEAPOLIS, MN 55437
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X
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Signatures
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/s/ W. Morgan Burns on behalf of Charles E. Pihl
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10/8/2009
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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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