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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 | ||||||||
Non-Qualified Stock Options | $ 34.85 | 10/26/2007 | D | 3,084 | (4) | 07/23/2011 | Class B Stock | 3,084 | $ 31.25 (4) | 0 | D | ||||
Non-Qualified Stock Options | $ 36.385 | 10/26/2007 | D | 4,088 | (4) | 07/22/2013 | Class B Stock | 4,088 | $ 29.715 (4) | 0 | D | ||||
Non-Qualified Stock Options | $ 28.715 | 10/26/2007 | D | 3,766 | (4) | 07/22/2012 | Class B Stock | 3,766 | $ 37.385 (4) | 0 | D | ||||
Non-Qualified Stock Options | $ 50.9375 | 10/26/2007 | D | 1,766 | (4) | 07/27/2008 | Class B Stock | 1,766 | $ 15.1625 (4) | 0 | D | ||||
Non-Qualified Stock Options | $ 61.305 | 10/26/2007 | D | 2,926 | (3) | 07/19/2014 | Common Stock | 2,926 | $ 3.695 (3) | 0 | D | ||||
Non-Qualified Stock Options | $ 61.9688 | 10/26/2007 | D | 1,822 | (4) | 07/24/2010 | Class B Stock | 2,926 | $ 4.1312 (4) | 0 | D | ||||
Phantom Stock | (2) | 10/26/2007 | M | 513 | (2) | (2) | Common Stock | 513 | (2) | 0 | I | Deferred Compensation Plan | |||
See Footnote 5 | (5) | 10/26/2007 | J | 0 (5) | (5) | (5) | n/a (5) | 0 (5) | (5) | 0 (5) | I | See Footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LINEN JONATHAN S |
X |
/s/ Robert D. Bailey, attorney-in-fact | 10/30/2007 | |
**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) | Disposed of pursuant to agreement and plan of merger by and among issuer, WP Prism Inc. (f/k/a WP Prism LLC) and WP Prism Merger Sub Inc. (the "Merger Agreement") in exchange for $65.00 per share, without interest, less any applicable withholding tax, on the effective date of the merger. |
(2) | The reported shares of phantom stock were cancelled in the merger pursuant to the Merger Agreement in exchange for a right to receive an amount in cash equal to the product of the number of issuer shares previously subject to such shares of phantom stock and the merger consideration ($65.00 per share), less any applicable withholding taxes. Each share of phantom stock was the economic equivalent of a share of issuer common stock. |
(3) | This option was cancelled in the merger pursuant to the Merger Agreement in exchange for an amount in cash, without interest, equal to the product of (1) the number of shares of issuer stock previously subject to such option and (2) the excess, if any, of the merger consideration ($65.00 per share) over the purchase price per share previously subject to such option, less any required withholding taxes. |
(4) | This option was cancelled in the merger pursuant to the Merger Agreement. Pursuant to the applicable award agreement, this option was exchanged for a cash payment equal to the product of the number of issuer shares previously subject to such option and the excess, if any, of the highest trading price of issuer common stock during the 60-day period concluding on the date of shareholder approval and adoption of the Merger Agreement over the purchase price per share previously subject to such option, less any required withholding taxes. |
(5) | During the 2006-2007 time period, the issuer did not have a current prospectus under its registration statement on Form S-8 covering the issuance of stock to directors. As a result, director fees that were payable in stock and formula-based stock options were not awarded to directors, including the reporting peron, during that period. The reporting person will receive cash compensation based on the $65 per share merger consideration in lieu of stock-denominated fees and formula-based stock option grants which would have been awarded to directors in the ordinary course of business during the 2006-2007 time period under the issuers compensation plans. |