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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 | ||||||||
Stock Settled Stock Appreciation Rights | $ 26.1 | 08/01/2006 | A | 41,576 | 05/02/2007(5) | 08/01/2013 | Common Stock | 41,576 | $ 0 | 41,576 | D | ||||
Employee Stock Options (6) | $ 19.386 | 08/01/2006 | J | 7,590 | 08/01/2006 | 01/27/2008 | Common Stock | 7,590 | $ 0 | 7,590 | D | ||||
Employee Stock Options | $ 34.9295 | 08/01/2006 | J | 18,243 | 08/01/2006 | 01/13/2010 | Common Stock | 18,243 | $ 0 | 18,243 | D | ||||
Employee Stock Options | $ 30.1089 | 08/01/2006 | J | 30,023 | 08/01/2006 | 01/22/2012 | Common Stock | 30,023 | $ 0 | 30,023 | D | ||||
Employee Stock Options | $ 28.2518 | 08/01/2006 | J | 39,093 | 08/01/2006 | 04/21/2009 | Common Stock | 39,093 | $ 0 | 39,093 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kelleher Kevin J REALOGY CORPORATION 1 CAMPUS DRIVE PARSIPPANY, NJ 07054 |
President & CEO, Cartus |
/s/ Seth Truwit as attorney-in-fact for Kevin J. Kelleher | 08/03/2006 | |
**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) | Received shares as part of the pro rata distribution of shares of Realogy Corporation by Cendant Corporation to its stockholders (the "Distribution"). |
(2) | Consists of restricted stock units granted under the Realogy Corporation 2006 Equity and Incentive Plan based upon the equitable adjustment of awards made under Cendant Corporation's equity plans in connection with the Distribution. All of the restricted stock units vest on August 15, 2006 (assuming the reporting person remains employed by Realogy Corporation through such date). The reporting person will be entitled to receive one share of common stock for each vested restricted stock unit. |
(3) | Consists of restricted stock units granted under the Realogy Corporation's 2006 Equity and Incentive Plan. The units vest in four equal installments on each of the first four anniversaries of May 2, 2006, subject to the reporting person's continued employment. The reporting person will receive one share of common stock for each vested restricted stock unit. |
(4) | Consists of deferred stock units granted under the Realogy Corporation's Equity and Incentive Plan based upon the equitable adjustment of awards made under Cendant Corporation's equity plans in connection with the Distribution. |
(5) | The SSARs were issued under the Realogy Corporation 2006 Equity and Incentive Plan. The SSARs vest in four equal installments on each of the first four anniversaries of May 2, 2006, subject to the reporting person's continued employment, and confer upon the reporting person the right to receive an amount, in common stock, equal to the excess of the fair value of a share of common stock on the date of exercise over the exercise price of the SSAR. |
(6) | All stock options listed in Table II were issued under the Realogy Corporation 2006 Equity and Incentive Plan pursuant to the equitable adjustment of awards made under Cendant Corporation's equity plans in connection with the Distribution. All options listed in Table II are fully exercisable. |