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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 | ||||||||
| CAP Units (2002) | (2) | 05/30/2008 | D | 1,107 | 11/30/2007 | 11/30/2007(3) | Common Stock | 1,107 | (4) | 0 | D | ||||
| CAP Units (2003) | (2) | 05/30/2008 | D | 163,393 | 11/30/2008 | 11/30/2008(3) | Common Stock | 163,393 | (5) | 0 | D | ||||
| CAP Units (2004) | (2) | 05/30/2008 | D | 99,655 | 11/30/2009 | 11/30/2009(6) | Common Stock | 99,655 | (7) | 0 | D | ||||
| CAP Units (2005) | (2) | 05/30/2008 | D | 89,875 | 11/30/2010 | 11/30/2010(6) | Common Stock | 89,875 | (8) | 0 | D | ||||
| CAP Units (2006) | (2) | 05/30/2008 | D | 85,350 | 11/30/2011 | 11/30/2011(6) | Common Stock | 85,350 | (9) | 0 | D | ||||
| Emp. Stock Option (Right to Buy) | $ 73.75 | 05/30/2008 | D | 242,307 | 12/15/2006 | 12/15/2013 | Common Stock | 242,307 | (10) | 0 | D | ||||
| Emp. Stock Option (Rt. to Buy) | $ 116.5 | 05/30/2008 | D | 53,650 | 12/22/2008 | 12/22/2015 | Common Stock | 53,650 | (11) | 0 | D | ||||
| Emp. stock option (rt. to buy) | $ 165.32 | 05/30/2008 | D | 33,847 | 12/20/2009 | 12/20/2016 | Common Stock | 33,847 | (12) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 38.75 | 05/30/2008 | D | 57,500 | 01/10/2003 | 01/10/2010 | Common Stock | 57,500 | (13) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 49.63 | 05/30/2008 | D | 86,354 | 12/11/2003 | 12/11/2010 | Common Stock | 86,354 | (14) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 56.88 | 05/30/2008 | D | 28,934 | 12/17/2004 | 12/17/2011 | Common Stock | 28,934 | (15) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 64 | 05/30/2008 | D | 65,000 | 11/30/2005 | 11/30/2012 | Common Stock | 65,000 | (16) | 0 | D | ||||
| Employee Stock Option (Rt. to Buy 07) | $ 102.65 | 05/30/2008 | D | 159,784 | 12/28/2007 | 12/28/2014 | Common Stock | 159,784 | (17) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHWARTZ ALAN D C/O BEAR, STEARNS & CO. INC. 383 MADISON AVENUE NEW YORK, NY 10179 |
X | CEO, President | ||
| /s/ Schwartz, Alan D. | 06/02/2008 | |
| **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) | Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 223,333 shares of JPMorgan Chase common stock having a market value of $9.35 per share on the effective date of the merger. |
| (2) | This type of derivative security typically does not have a conversion or exercise price |
| (3) | The shares of common stock underlying the CAP Units will be distributed on or about 11/30/2008 |
| (4) | The CAP Units were converted in the merger into 240 CAP Units of JPMorgan Chase. |
| (5) | The CAP Units were converted in the merger into 35,542 CAP Units of JPMorgan Chase. |
| (6) | In connection with the merger, the deferral period for the CAP Units will be accelerated and the shares of common stock underlying the CAP Units will be distributed on or about 1/15/2009. |
| (7) | The CAP Units were converted in the merger into 21,677 CAP Units of JPMorgan Chase. |
| (8) | The CAP Units were converted in the merger into 19,550 CAP Units of JPMorgan Chase. |
| (9) | The CAP Units were converted in the merger into 18,566 CAP Units of JPMorgan Chase. |
| (10) | This option was converted in the merger into an option to purchase 52,709 shares of JPMorgan Chase common stock for $339.03 per share. |
| (11) | This option was converted in the merger into an option to purchase 11,670 shares of JPMorgan Chase common stock for $535.56 per share. |
| (12) | This option was converted in the merger into an option to purchase 7,362 shares of JPMorgan Chase common stock for $759.99 per share. |
| (13) | This option was converted in the merger into an option to purchase 12,507 shares of JPMorgan Chase common stock for $178.14 per share. |
| (14) | This option was converted in the merger into an option to purchase 18,784 shares of JPMorgan Chase common stock for $228.13 per share. |
| (15) | This option was converted in the merger into an option to purchase 6,294 shares of JPMorgan Chase common stock for $261.48 per share. |
| (16) | This option was converted in the merger into an option to purchase 14,139 shares of JPMorgan Chase common stock for $294.21 per share |
| (17) | This option was converted in the merger into an option to purchase 34,757 shares of JPMorgan Chase common stock for $471.89 per share. |