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DORM > SEC Filings for DORM > Form 8-K on 18-Mar-2013All Recent SEC Filings

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Other Events

Item 8.01 Other Events

On March 15, 2013, Steven L. Berman, Chairman and Chief Executive Officer of Dorman Products, Inc. (the "Company"), in his capacity as trustee of certain family trusts, entered into several Rule 10b5-1 trading plans (the "Plans") with a broker to manage the sale of up to 320,742 shares of the Company's common stock, subject to the terms and conditions of the Plans. The Plans will expire on March 20, 2014, unless renewed, extended, or terminated earlier by Mr. Berman.

Mr. Berman will have no control over the timing of stock sales under the Plans, thereby allowing trades to occur exempt from "blackout periods" prescribed by the Company's Insider Trading Policy.

The Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Securities Exchange Act of 1934. Rule 10b5-1 allows corporate insiders to establish prearranged written stock plans. A Rule 10b5-1 plan must be entered into in good faith at a time when the insider is not aware of material, nonpublic information.

The Plans have been entered into solely for estate planning and diversification purposes. Mr. Berman has stated that the Plans are designed to monetize the equity position each trust holds in the Company in a systematic, nondiscretionary manner with the goal of minimal market impact and compliance with regulations adopted by the Securities and Exchange Commission.

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