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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who 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. | SEC 1474 (9-02) |
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) |
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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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units (1) | $ 0 (2) | 07/27/2004 | A | 750,000 | 12/31/2009(2) | 06/30/2029(2) | Common Stock | 750,000 | $ 0 | 750,000 | D | ||||
Incentive Stock Option (right to buy) | $ 0 | 07/27/2004 | A(3) | 0 (3) | (3) | (3) | Common Stock | 0 (3) | $ 0 | 0 (3) | D | ||||
Non-Qualified Stock Options (right to buy) | $ 31.38 | 07/27/2004 | A | 250,000 (3) | 07/27/2005(4) | 07/27/2014 | Common Stock | 250,000 | $ 0 | 250,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ESSIG STUART 311 C ENTERPRISE DRIVE PLAINSBORO, NJ 08536 |
X | President and CEO |
/s/ Stuart M. Essig | 02/09/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On July 29, 2004, the Reporting Person reported on Table I the July 27, 2004 grant of a contract stock unit award providing for the payment of 750,000 shares of the Issuer's common stock. This filing amends the July 29, 2004 filing to change the reporting of this grant from Table I to Table II. As a result, the amount of shares of common stock reported in Column 5 of Table I exclude these securities. |
(2) | This award provides for the payment of 750,000 shares of the Issuer's common stock (one share of common stock for each restricted stock unit), which shall generally be delivered to the Reporting Person following his termination of employment or retirement, but not before December 31, 2009, or later upon certain circumstances, or earlier if he is terminated without cause, if he leaves his position for good reason or upon a change of control. Delivery of the shares of common stock may be deferred by the Reporting Person, but not beyond June 30, 2029. |
(3) | On July 29, 2004, the Reporting Person reported on Table II a July 27, 2004 grant of a Non-Qualified Stock Option to purchase 247,292 shares of the Issuer's common stock and a July 27, 2004 grant of an Incentive Stock Option to purchase 2,708 shares of the Issuer's common stock. This filing amends the reporting of these grants to reflect that the Non-Qualified Stock Option was for the purchase of 250,000 shares of the Issuer's common stock and that no Incentive Stock Option was granted. |
(4) | 25% of the options vest one year after the grant date, with the remaining 75% vesting monthly thereafter over 36 months. |