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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 | ||||||||
Employee Stock Option Right to Buy | $ 15 | 08/16/2007 | D | 43,334 | (4) | 08/28/2008 | Common Stock | 43,334 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 17.75 | 08/16/2007 | D | 40,570 | (4) | 10/09/2008 | Common Stock | 40,570 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 29 | 08/16/2007 | D | 57,940 | (4) | 07/01/2009 | Common Stock | 57,940 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 29.563 | 08/16/2007 | D | 3,382 | (4) | 07/05/2010 | Common Stock | 3,382 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 29.563 | 08/16/2007 | D | 69,688 | (4) | 07/05/2010 | Common Stock | 69,688 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 20.35 | 08/16/2007 | D | 103,796 | (4) | 07/06/2011 | Common Stock | 103,796 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 13.05 | 08/16/2007 | D | 120,000 | (4) | 07/23/2012 | Common Stock | 120,000 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 20.859 | 08/16/2007 | D | 30,000 | (4) | 07/23/2013 | Common Stock | 30,000 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 31.249 | 08/16/2007 | D | 12,000 | (4) | 01/22/2014 | Common Stock | 12,000 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 29.62 | 08/16/2007 | D | 50,000 | (4) | 07/01/2014 | Common Stock | 50,000 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 38.21 | 08/16/2007 | D | 50,000 | (4) | 07/07/2015 | Common Stock | 50,000 | $ 0 | 0 | D | ||||
Employee Stock Option Right to Buy | $ 43.28 | 08/16/2007 | D | 50,000 | (4) | 07/11/2016 | Common Stock | 50,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JOHNSON GARY A 20 GLOVER AVENUE NORWALK, CT 06850 |
X | President and CEO |
Tami Pauley, Attonry in fact for Gary Johnson | 08/20/2007 | |
**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) | The shares were exchanged for an equity interest in Velo Holdins Inc., the sole owner of Vertrue Incorporated after the merger. |
(2) | Disposed of in exchange for the right to receive $50.00 per share, pursuant to the Agreement and Plan of Merger, dated as of March 22, 2007, by and among Vertrue Incorporated, Velo Holdings Inc., and Velo Acquisition Inc. as amended by the Amendment, dated as of July 18, 2007 (as amended, the "Merger Agreement"). This also includes 30.582 shares of company stock held within the Vertrue Incorporated 401(k) Plan. |
(3) | Disposed of in exchange for the right to receive $50.00 per share, pursuant to the Merger Agreement. |
(4) | Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment equal to the difference between the exercise price of the option and the merger consideration of $50.00 per share, multiplied by the number of shares subject to the option. |