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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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| Hill, George R. (Last) (First) (Middle) |
The Lamson
& Sessions Co. LMS |
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| Lubrizol Corporation 29400 Lakeland Boulevard - Drop 021A (Street) |
4. | Statement for Month/Day/Year | 5. | If Amendment, Date of
Original (Month/Day/Year) |
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| 11/12/2002 |
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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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| Wickliffe, Ohio 44092 (City) (State) (Zip) |
x | Director | o | 10% Owner | x | Form Filed by One Reporting Person | ||||||
| o | Officer (give title below) | o | Form Filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
| 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 Stock | 11/07/02 | A | 1,156 | A | $3.2417 | 13,310 | I | (1) | |||||||||||||||
| Common Stock | 33,375 | I | (2) | ||||||||||||||||||||
| Common Stock | 9,342 | D | (3) | ||||||||||||||||||||
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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) | ||||||||||||||
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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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Explanation of Responses:
(1) New account as of December 2001 - Shares held in Trust pursuant to Directors Deferred Compensation Plan - a 16b-3 Plan. Transactions completed by Trustee on November 7, 2002.
(2) Balance held in Trust pursuant to Directors Deferred Compensation Plan - a 16b-3 Plan. Report of transactions through September 2002. As of December 13, 2001, began 10-year distribution, per director's election. A total of 8,342 shares were distributed, each distribution of 4,171 shares, on December 13, 2001 and June 28, 2002, respectively. These shares have been previously reported on Section 16 filings. The descending balance will continue to be held by the trust through the 10-year distribution period.
(3) Adjusted to reflect the 8,342 shares described in footnote (2), now held directly.
| /s/ Aileen Liebertz | 12/16/2002 | |
**Signature of Reporting Person Aileen Liebertz, Attorney-in-Fact for George R. Hill |
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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