FORM 4 - Clarcor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
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(h) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
2. Issuer Name and Ticker or Trading Symbol
KLEIN
BRUCE
A.
(Last)
(First)
(Middle)
CLARCOR INC.
840 CRESCENT CENTRE DRIVE, SUITE 600
(Street)
4. If Amendment, Date Original Filed (Month/Day/Year)
FRANKLIN
TN
37067
(City)
(State)
(Zip)
Common Stock Par Value $1.00
Common Stock Par Value $1.00
OMB Number: 3235-0287
Expires: January 31, 2008
Estimated average burden
hours per response . . . 0.5
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
CLC
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2007
1. Title of Security
(Instr. 3)
OMB APPROVAL
X
Director
10% Owner
Officer (give
title below)
Other (specify
below)
VP-Finance & CFO
6. Individual or Joint/Group Filing
X
(Check applicable)
Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Beneficially Owned
2. Transaction
Date
2A.
Deemed
Execution
Date, if
any
(Month/
Day/
Year)
(Month/
Day/
Year)
12/16/2007
12/16/2007
3. Transaction
Code
(Instr. 8)
4. Securities Acquired
(A) or Disposed of (D)
(Instr. 3, 4 and 5)
Code
V
J
(1)
V
J
(3)
V
Amount
18
(A)
or
(D)
Price
A
5. Amount of
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
(Instr. 3 and 4)
6. Ownership
Form:
Direct
(D) or
Indirect
(I)
(Instr. 4)
208077
D
208898
D
7. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
(2)
821
A
(2)
Common Stock Par Value $1.00
12/16/2007
M
(4)
3027
A
$36.48
211925
D
Common Stock Par Value $1.00
12/16/2007
F
(4)
1103
D
$36.48
210822
D
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 Instructions 4(b)(v).
Persons who respond to the collection of the information contained
in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1474 (9-02)
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Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
FORM 4 (continued)
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
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
Underlying Securities
(Instr. 3 and 4)
(Month/
Day/
Year)
Code
Common Stock Par Value
$1.00
$36.48
Common Stock Par Value
$1.00
$36.48
Common Stock Par Value
$1.00
$36.48
Explanation of Responses:
12/16/2007
12/16/2007
V
(A)
Expiration
Date
3027
M
(4)
A
(D)
Date
Exercisable
(4)
40000
(4)
12/15/2017
(5)
12/16/2007
A
3159
(6)
(6)
Title
8. Price
of
Derivative
Security
(Instr.
5)
Amount or
Number of
Shares
Common
Stock
3027
Common
Stock
40000
Common
Stock
3159
9.
Number
of derivative
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
(Instr. 4)
10.
Ownership
Form of
Derivative
Security:
Direct
(D) or
Indirect
(I)
(Instr. 4)
324259
D
364259
D
367418
D
11.
Nature
of
Indirect
Beneficial
Ownership
(Instr. 4)
(4)
$36.48
(6)
See attached footnote page.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
see 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)
Potential persons who are to 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.
Abigail S. Olson, By Power of
Attorney
__________________________
** Signature of Reporting Person
12/18/2007
Date
Page 2 of 5
FORM 4 (continued)
FOOTNOTES
1
Employee Stock Purchase Program
2
Purchased through Plan at market price
3
Dividend Reinvestment
4
Vested and Issued Employee Restricted Stock Units
5
25% vesting occurs on 12/16/08,09,10,11
6
Employee Restricted Stock Units- 25% vest on 12/16/08,09,10,11
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LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned's hereby makes, constitutes and appoints each of Marcia S. Blaylock, Richard M. Wolfson, Kim H. Orr, and
Abigail S. Olson, acting singly, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the
name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of CLARCOR Inc., a
Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as
considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as
amended from time to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any
third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection
with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without
independent verification of such information;
(2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and
will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if
present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of April, 2007.
Page 4 of 5
___Bruce A. Klein_________
Signature
___Bruce A. Klein_________
Print Name
STATE OF TENNESSEE
COUNTY OF DAVIDSON
On this 25th day of April, 2007 personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein
contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
__Charles W. Hollingsworth_______
Notary Public
___1/3/2011________
My Commission Expires:
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