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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 | ||||||||
| Phantom Deferral Shares | (2) | 12/29/2006 | D | 25,589.6115 | (2) | (2) | Common Stock | 25,589.6115 | (2) | 0 | D | ||||
| Restricted Stock Units | (3) | 12/29/2006 | D | 2,504 | (3) | (3) | Common Stock | 2,504 | (3) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy); Tandem SAR | $ 31.5 | 12/29/2006 | D | 4,000 | (4) | 04/27/2008 | Common Stock | 4,000 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy); Tandem SAR | $ 43.625 | 12/29/2006 | D | 5,818 | (5) | 04/26/2009 | Common Stock | 5,818 | (5) | 0 | D | ||||
| Non-Qualified Stock Option -(right to buy); Tandem SAR | $ 50.938 | 12/29/2006 | D | 5,818 | (6) | 04/24/2010 | Common Stock | 5,818 | (6) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy); Tandem SAR | $ 40.265 | 12/29/2006 | D | 4,918 | (7) | 04/23/2011 | Common Stock | 4,918 | (7) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 30.725 | 12/29/2006 | D | 5,087 | (8) | 04/22/2012 | Common Stock | 5,087 | (8) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 25.065 | 12/29/2006 | D | 4,821 | (9) | 05/01/2013 | Common Stock | 4,821 | (9) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 26.03 | 12/29/2006 | D | 5,403 | (10) | 04/01/2014 | Common Stock | 5,403 | (10) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 26.4 | 12/29/2006 | D | 7,216 | (11) | 05/01/2015 | Common Stock | 7,216 | (11) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| STAVROPOULOS WILLIAM S 2030 WILLIAM H. DOW CENTER MIDLAND, MI 48674 |
X | |||
| Marcy A. Bass, Attorney in Fact | 01/04/2007 | |
| **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 dated as of March 4, 2006 by and among the Company, AT&T Inc. and a wholly owned subsidiary of AT&T Inc. (the "merger") in exchange for shares of AT&T common stock. Reporting person received 1.325 shares of AT&T common stock in exchange for each share of BellSouth common stock on Decembe 29, 2006, the effective date of the merger (the "effective date of the merger"). |
| (2) | These shares of BellSouth phantom stock were replaced by 33,906.2352 shares of AT&T phantom stock on the effective date of the merger. |
| (3) | These restricted stock units were paid out in shares of BellSouth common stock on the effective date of the merger and are reflected on Table 1 of this Form 4. |
| (4) | This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 5,300 shares of AT&T common stock for $23.78 per share on the effective date of the merger. |
| (5) | This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 7,708 shares of AT&T common stock for $32.93 per share on the effective date of the merger. |
| (6) | This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 7,708 shares of AT&T common stock for $38.45 per share on the effective date of the merger. |
| (7) | This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 6,516 shares of AT&T common stock for $30.39 per share on the effective date of the merger. |
| (8) | This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 6,740 shares of AT&T common stock for $23.19 per share on the effective date of the merger. |
| (9) | This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 6,387 shares of AT&T common stock for $18.92 per share on the effective date of the merger. |
| (10) | This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 7,158 shares of AT&T common stock for $19.65 per share on the effective date of the merger. |
| (11) | This option was assumed by AT&T Inc. in the merger and replaced with an option to purchase 9,561 shares of AT&T common stock for $19.93 per share on the effective date of the merger. |