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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 | ||||||||
| Restricted Stock Unit | $ 0 | 03/07/2006 | D | 10,288 (1) | (1)(2) | (1)(2) | Common Stock | 10,288 | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Breeden Richard C 100 SOUTH WACKER DRIVE, SUITE 1800 C/O ARCHIPELAGO HOLDINGS, INC. CHICAGO, IL 60606 |
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| by Cynthia A. Lance under power of attorney for Richard C. Breeden | 03/08/2006 | |
| **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) | Represents RSU awards issued to the reporting person as follows: 1,903 RSUs on 9/12/04; 3,335 RSUs on 11/15//04; 2,225 RSUs on 3/31/05; 1,012 RSUs on 6/30/05; 989 RSUs on 9/30/05 and 824 RSUs on 11/1/05. Each RSU represents the right to receive one share of the Issuer's common stock upon the reporting person's resignation from the Issuer's Board. The 9/12/04 & 11/15/04 issuances were scheduled to vest in four equal installments over a four year period beginning on the first anniversary of the date of grant, but such RSUs became fully vested in connection with the Issuer's merger with the New York Stock Exchange, Inc. All other issuances were fully vested. |
| (2) | In connection with the reporting person's resignation from the Issuer's Board of directors as a result of the merger, the shares of the Issuer's common stock were delivered to the reporting person and converted into an equal number of shares common stock of NYSE Group, Inc., par value $0.01 per share. On the effective date of the merger, the closing price of the Issuer's common stock was $64.25 per share. The shares of the NYSE Group, Inc. common stock commenced trading on March 8, 2006, the day following the effective date of the merger, at $67.00 per share. |
| (3) | Disposed of pursuant to the Issuer's merger with the New York Stock Exchange, Inc. in exchange for an equal number of shares of common stock of NYSE Group, Inc., par value $0.01 per share. |