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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 | ||||||||
Non-Qualified Stock Option(right to buy) | $ 5.82 | 08/12/2005 | A | 325,000 | (5) | 02/12/2007 | Common Stock | 0 | (6) | 325,000 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 10.22 | 08/12/2005 | A | 520,000 | (5) | 02/11/2008 | Common Stock | 0 | (6) | 520,000 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 11.75 | 08/12/2005 | A | 455,000 | (5) | 02/18/2009 | Common Stock | 0 | (6) | 455,000 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 47.64 | 08/12/2005 | A | 650,000 | (5) | 02/17/2010 | Common Stock | 0 | (6) | 650,000 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 17.16 | 08/12/2005 | A | 650,000 | (5) | 02/20/2011 | Common Stock | 0 | (6) | 650,000 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 11.7 | 08/12/2005 | A | 325,000 | (5) | 04/16/2011 | Common Stock | 0 | (6) | 325,000 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 7.83 | 08/12/2005 | A | 325,000 | (5) | 09/05/2011 | Common Stock | 0 | (6) | 325,000 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 3.86 | 08/12/2005 | A | 477,142 | (7) | 02/13/2012 | Common Stock | 0 | (6) | 477,142 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 4.12 | 08/12/2005 | A | 887,858 | (8) | 04/23/2012 | Common Stock | 0 | (6) | 887,858 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 9.47 | 08/12/2005 | A | 520,000 | (8) | 02/13/2013 | Common Stock | 0 | (6) | 520,000 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 21.03 | 08/12/2005 | A | 325,000 | (9) | 02/11/2014 | Common Stock | 0 | (6) | 325,000 | D | ||||
Non-Qualified Stock Option(right to buy) | $ 22.62 | 08/12/2005 | A | 325,000 | (8) | 02/24/2015 | Common Stock | 0 | (6) | 325,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DONAHUE TIMOTHY M 2001 EDMUND HALLEY DRIVE RESTON, VA 20191 |
X | Chairman |
/s/ Richard Montfort Attorney-in-Fact | 08/16/2005 | |
**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 of series 1 common stock were acquired pursuant to the merger agreement between Nextel Communications, Inc. and Sprint Corporation, which provides for the conversion of each outstanding share of Nextel class A common stock into approximately 1.2675 shares of Sprint Nextel common stock and cash equal to the product of the cash ratio of 0.0325 and the average of the per share closing prices of shares of Sprint series 1 common stock during the 20 trading day period on the New York Stock Exchange ending on (and including) the August 12, 2005, the closing date of the merger,and each deferred share into 1.3 deferred shares of Sprint Nextel. |
(2) | These share units are issued under Sprint Nextel?s 1997 Long-Term Stock Incentive Program. Each unit represents the right to receive one share of the underlying security at a date in the future. |
(3) | These share units vest 100% on the first anniversary of the grant date. |
(4) | Includes 433,333 deferred shares, which are subject to forfeiture until they vest. |
(5) | Options fully vested. |
(6) | This option was assumed by Sprint Nextel in the merger and replaced with an option to purchase shares of Sprint Nextel common stock, with the number of shares issuable under the options and exercise prices for those options adjusted based on an exchange ratio of 1.3 to 1 with no change to the aggregate exercise price. |
(7) | 25% of options vested immediately and the remaining 75% vest monthly over four years from the date of grant. |
(8) | Vesting of options takes place over four years on a montly basis from the date of grant. |
(9) | 50% options vest on each of the first and second anniversary of date of grant. |