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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 | ||||||||
Stock Option (Right to Buy) | $ 12.53 | 01/29/2010 | A | 5,000 | (10) | 01/29/2020 | Common Stock | 5,000 | $ 0 | 5,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hamm Harold 11700 KATY FREEWAY, SUITE 300 HOUSTON, TX 77079 |
X |
J. F. Maroney III, Attorney-in-Fact for Harold Hamm | 02/03/2010 | |
**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) | An aggregate of 799,623 shares were gifted to five irrevocable trusts for the benefit of the reporting person's adult children (individually, Child #1 to Child #5 2005 Irrevocable Trust reported as separate line items herein, and collectively, the "2005 Irrevocable Trusts"). Mr. Hamm does not have a pecuniary or beneficial interest in the shares held by the 2005 Irrevocable Trusts. |
(2) | Transfer of shares from GRAT 4 to Child #1 2005 Irrevocable Trust. |
(3) | Transfer of shares from GRAT 4 to Child #2 2005 Irrevocable Trust. |
(4) | Transfer of shares from GRAT 4 to Child #3 2005 Irrevocable Trust. |
(5) | Transfer of shares from GRAT 4 to Child #4 2005 Irrevocable Trust. |
(6) | Represents aggregate shares held indirectly by Harold G. Hamm GRAT 6 and Harold G. Hamm GRAT 8 (the "GRATs") after: (i) the transfer of an aggregate of 799,623 shares to the 2005 Irrevocable Trusts as reported herein, and (ii) the transfer of an aggregate of 622,436 shares (452,322 from GRAT 4 and 170,114 from GRAT 6) transferred to the Revocable Inter Vivos Trust of Harold G. Hamm (the "Revocable Trust"). The transfer of 622,436 shares to the Revocable Trust was a change in form of beneficial ownership only. The reporting person is the trustee of the GRATs and is the trustee of the Revocable Trust. |
(7) | Transfer of shares from GRAT 4 to Child #5 2005 Irrevocable Trust. |
(8) | Restricted stock; vests in full on January 29, 2011, the first anniversary of the grant date, subject to continued service with the Company. |
(9) | Represents aggregate shares held through the Revocable Trust, and includes the transfer of an aggregate of 622,436 shares (452,322 from GRAT 4 and 170,114 from GRAT 6) to the Revocable Trust. The transfer of 622,436 shares to the Revocable Trust was a change in form of beneficial ownership only. The reporting person is the trustee of the GRATs and is the trustee of the Revocable Trust. |
(10) | Options vest in three (3) equal annual installments commencing January 29, 2011, subject to continued service with the Company. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |