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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
| o | 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* |
2. | Issuer Name and Ticker or Trading Symbol |
3. | I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) |
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| Schottenstein, Steven (Last) (First) (Middle) |
M/I Schottenstein Homes, Inc (MHO) |
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| 3 Easton Oval (Street) |
4. | Statement for Month/Day/Year | 5. | If Amendment, Date of Original (Month/Day/Year) | ||||||||
| 2/19/03 |
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| 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group Filing (Check Applicable Line) |
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| Columbus OH 43219 (City) (State) (Zip) |
x | Director | o | 10% Owner | x | Form Filed by One Reporting Person | ||||||
| x | Officer (give title below) | o | Form Filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
| Vice Chairman and Chief Operating Officer |
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| 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). | |
| 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 Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | Amount | (A) or (D) |
Price | |||||||||||||||||||
| Common Shares | 2/19/03 | M | 6,264 | A | |||||||||||||||||||
| Common Shares | 2/19/03 | S | 6,264 | D | $27.25 | 5,600 | D | ||||||||||||||||
| Common Shares | 967,050 | I | By IES Family Holdings No. 4, LLC (1) | ||||||||||||||||||||
| Common Shares | 33,000 | I | (2) | ||||||||||||||||||||
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| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
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| 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) |
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| Code | V | (A) | (D) | ||||||||||||||
| Phantom Stock | 1-for-1 | 2/19/03 | M | 6,264 | |||||||||||||
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| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities) |
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| 6. | Date Exercisable and Expiration Date (Month/Day/Year) |
7. | Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. | Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
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| 2/19/03 | 2/19/03 | Common Shares | 6,264 | 8,945 | D | ||||||||||||
Explanation of Responses:
(1) Steven Schottenstein and Irving E. Schottenstein hold 78.6% and 21.4% membership interests, respectively, in IES Family Holdings No. 4, LLC. Steven Schottenstein disclaims beneficial ownership of the Common Shares shown as held by IES Family Holdings No. 4, LLC except to the extent of his pecuniary interest therein.
(2) Held in trust by Steven Schottenstein, as trustee, for the benefit of his children pursuant to trust agreements dated December 22, 1994. As trustee, Steven Schottenstein is empowered to exercise all rights with regard to such Common Shares and may be deemed to be the beneficial owner of such Common Shares.
(3) The Phantom Stock units accrued under the M/I Schottenstein Homes, Inc. Executives' Deferred Compensation Plan.
| /s/ Phillip G. Creek, Attorney-In-fact | 2/21/03 | |
**Signature of Reporting Person |
Date |
| ** | 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. | |
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