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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 | ||||||||
| Contract to Sell | (1) (2) | 01/30/2007 | J | 100,000 (1) (2) | (1) | 01/30/2009 | Common Stock | 100,000 | (1) (2) | 0 | D | ||||
| Contract to Sell | (3) (4) | 01/30/2007 | J | 100,000 (3) (4) | (3) | 01/30/2009 | Common Stock | 100,000 | (3) (4) | 0 | I | By HF Properties, Ltd. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HOLMES NED S 55 WAUGH DRIVE, SUITE 1111 HOUSTON, TX 77027 |
X | |||
| Ned S. Holmes | 02/01/2007 | |
| **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 January 30, 2007, Mr. Holmes entered into a variable pre-paid forward contract (the "Contract") with Credit Suisse Capital LLC ("CS") and Credit Suisse Securities (USA) LLC, as agent, relating to 100,000 shares of Common Stock, which Contract expires on 1/30/2009 (the "Maturity Date"). The Contract provides that on the Maturity Date, Mr. Holmes will deliver, in the aggregate, a number of shares of Common Stock to CS (or the cash equivalent of such shares) as follows: (i) if the settlement price is less than the downside floor price of $27.2635, 100,000 shares of Common Stock; and (ii) if the settlement price is equal to or greater than the downside floor price (with a cap price of $47.7112), between 57,143 and 100,000 shares of Common Stock (subject to adjustment for capital restructurings), dependent on the settlement price. |
| (2) | Pursuant to the Contract, Mr. Holmes has the option to settle the Contract in cash, with the cash settlement amount being equal to the number of shares to be delivered multiplied by the relevant price. Mr. Holmes has pledged 100,000 shares of Common Stock to CS as security for his obligation to deliver the shares at termination of the Contract. |
| (3) | On January 30, 2007, HF Properties, Ltd. entered into a variable pre-paid forward contract (the "Contract") with Credit Suisse Capital LLC ("CS") and Credit Suisse Securities (USA) LLC, as agent, relating to 100,000 shares of Common Stock, which Contract expires on 1/30/2009 (the "Maturity Date"). The Contract provides that on the Maturity Date, HF Properties, Ltd. will deliver, in the aggregate, a number of shares of Common Stock to CS (or the cash equivalent of such shares) as follows: (i) if the settlement price is less than the downside floor price of $27.2635, 100,000 shares of Common Stock; and (ii) if the settlement price is equal to or greater than the downside floor price (with a cap price of $47.7112), between 57,143 and 100,000 shares of Common Stock (subject to adjustment for capital restructurings), dependent on the settlement price. |
| (4) | Pursuant to the Contract, HF Properties has the option to settle the Contract in cash, with the cash settlement amount being equal to the number of shares to be delivered multiplied by the relevant price. HF Properties has pledged 100,000 shares of Common Stock to CS as security for its obligation to deliver the shares at termination of the Contract. |