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DORM > SEC Filings for DORM > Form 8-K on 17-Jun-2013All Recent SEC Filings

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Form 8-K for DORMAN PRODUCTS, INC.


17-Jun-2013

Other Events


Item 8.01 Other Events

On June 13, 2013, Steven L. Berman, Chairman and Chief Executive Officer of Dorman Products, Inc. (the "Company"), entered into a Rule 10b5-1 trading plan (the "Plan") with a broker to manage the sale of up to 248,000 shares of the Company's common stock, subject to the terms and conditions of the Plan. The Plan will expire on December 31, 2013, unless renewed, extended, or terminated earlier by Mr. Berman.

Also on June 13, 2013, Mr. Berman, in his capacity as co-executor of the Estate of Richard Berman (the "Estate"), entered into a Rule 10b5-1 trading plan (the "Estate Plan") with a broker to manage the sale of up to 248,000 shares of the Company's common stock, subject to the terms and conditions of the Estate Plan. The Estate Plan will also expire on December 31, 2013, unless renewed, extended, or terminated earlier by the co-executors of the Estate, including Mr. Berman.

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

The Plans are 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 positions held 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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