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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 | ||||||||
| Forward Sale Contract (obligation to sell) | (2) (3) (4) | 04/25/2008 | J(1)(2)(3)(4) | 500,000 | 04/25/2008 | 04/25/2008 | Class A Common Stock | 500,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SPERLING PETER V 4615 E. ELWOOD STREET PHOENIX, AZ 85040 |
X | SVP, Board Vice Chairman | ||
| /s/ Joseph L. D'Amico for Peter V. Sperling | 04/29/2008 | |
| **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) | The actual transaction code to be entered is J/K; however, due to program limitations, only the J transaction code could be entered in Table I and Table II above. |
| (2) | On April 27, 2005, the Reporting Person entered into a type of prepaid variable forward sale contract with an unaffiliated third party under which he received an immediate cash payment of $32,063,879.40. In return, the Reporting Person was obligated under the contract to deliver to such third party up to 500,000 shares of the Issuer's Class A common stock on the April 25, 2008 maturity date of the contract (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of the Class A common stock at that time). The contract provided that the final number of shares of Class A common stock (or, at the option of the Reporting Person, the cash equivalent thereof) to be delivered by the Reporting Person on the April 25, 2008 maturity date would be equal to the product of (a) 500,000 shares of Class A common stock and (b) the exchange rate (the "Exchange Rate"). |
| (3) | The Exchange Rate would be determined as follows: (i) if the market price of the Class A common stock (based on the average of the high bid and low asked prices) on the April 25, 2008 maturity date (the "Maturity Price") was less than or equal to $74.1190 (the "Issue Price"), the Exchange Rate would be 1; (ii) if the Maturity Price was greater than the Issue Price but less than $96.3547 (the "Threshold Price"), the Exchange Rate would be equal to the Issue Price divided by the Maturity Price, and (iii) if the Maturity Price was equal to or greater than the Threshold Price, the Exchange Rate would be equal to one minus a fraction: (A) the numerator of which would be the Threshold Price minus the Issue Price, and (B) the denominator of which would be the Maturity Price. |
| (4) | In connection with the settlement of the contract on the April 25, 2008 maturity date, when the Maturity Price was $48.0050 per share, the Reporting Person delivered 500,000 shares of Class A common stock in full satisfaction of his obligation under the contract. |
| (5) | Includes 3,000 shares of the Issuer's Class A common stock underlying restricted stock units awarded to the Reporting Person. |
| (6) | By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994. |
| (7) | By self as trustee and beneficiary of the Peter V Sperling Revocable Trust dated January 31, 1995. |