|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Contract (1) | (1) | 05/05/2006 | J | 1 (1) | (1) | 05/07/2007 | Common Stock | (1) | (1) | 8 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WARD TOM L 6100 N WESTERN OKLAHOMA CITY, OK 73118 |
X | President and COO |
By: Jennifer M. Grigsby For: Tom L. Ward | 05/09/2006 | |
**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) | See attached remarks. |
Remarks: On May 5, 2006, Mr. Ward entered into a forward sale agreement (the "Agreement") relating to up to 1,617,530 shares (the "Base Amount") of common stock. The Agreement provides that Mr. Ward will deliver on May 7, 2007 a number of shares of common stock or the cash equivalent of the shares of common stock equal to the product of (i) the Base Amount and (ii) the Settlement Ratio, which will be determined as follows: (a) If the closing price of the common stock on May 7, 2007 (the "Settlement Price") is less than or equal to $28.0553 (the "Hedged Value"), the Settlement Ratio will be one; (b) If the Settlement Price is greater than the Hedged Value but less than $42.4625 (the "Upside Limit"), the Settlement Ratio will be equal to the Hedged Value divided by the Settlement Price; and (c) If the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio will be equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price. In consideration therefore, the Agreement provides that Mr. Ward will receive a purchase price of $53,388,518.69. |