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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 | ||||||||
Director Stock Option (right to buy) | $ 40.73 | 12/13/2005 | D | 10,000 | (3) | 05/10/2011 | Common Stock | 10,000 | $ 24.77 | 0 | D | ||||
Director Stock Option (right to buy) | $ 40.73 | 12/13/2005 | D | 600 | (4) | 05/10/2011 | Common Stock | 600 | $ 24.77 | 0 | D | ||||
Director Stock Option (right to buy) | $ 42.06 | 12/13/2005 | D | 2,500 | (5) | 05/07/2012 | Common Stock | 2,500 | $ 23.44 | 0 | D | ||||
Director Stock Option (right to buy) | $ 22.89 | 12/13/2005 | D | 10,000 | (6) | 05/06/2008 | Common Stock | 10,000 | $ 42.61 | 0 | D | ||||
Director Stock Option (right to buy) | $ 22.89 | 12/13/2005 | D | 6,700 | (7) | 05/06/2008 | Common Stock | 6,700 | $ 42.61 | 0 | D | ||||
Director Stock Option (right to buy) | $ 35.6 | 12/13/2005 | D | 4,700 | (8) | 05/04/2009 | Common Stock | 4,700 | $ 29.9 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HARRIS JEFFREY 1200 SMITH STREET SUITE 800 HOUSTON, TX 77002 |
X |
Jeffrey A. Harris | 12/15/2005 | |
**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 stockholder is Warburg Pincus Ventures, L.P. ("WPV"). Warburg Pincus Partners, LLC ("WPP"), a New York limited liability company and a subsidiary of Warburg Pincus & Co. ("WP"), is the sole general partner of WPV. WPV is managed by Warburg Pincus LLC ("WP LLC"). The address of WPV, WPP, WP and WP LLC (collectively, the "Warburg Pincus Entities") is 466 Lexington Avenue, New York, NY 10017. Mr. Harris is a partner of WP and a member and managing director of WP LLC. Mr. Harris may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities Act of 1934, as amended) in an indeterminate portion of the shares beneficially owned by WPV. |
(2) | The shares were disposed of pursuant to the merger agreement between the issuer and Norsk Hydro ASA in exchange for merger consideration of $65.50 per share. |
(3) | Options became 100% vested on May 10, 2005 and were canceled in the merger in exchange for a cash payment of $247,750.00, representing the difference between the exercise price of the option and merger consideration of $65.50. |
(4) | Options were 100% vested on May 10, 2001 and were canceled in the merger in exchange for a cash payment of $14,865.00, representing the difference between the exercise price of the option and merger consideration of $65.50. |
(5) | Options were 100% vested on May 7, 2002 and were canceled in the merger in exchange for a cash payment of $58,600.00, representing the difference between the exercise price of the option and merger consideration of $65.50. |
(6) | Options vested 20% on May 6, 2003, the grant date, and vested in 20% increments on each anniversary of the grant date and were canceled in the merger in exchange for a cash payment of $426,100.00, representing the difference between the exercise price of the option and merger consideration of $65.50. |
(7) | Options were 100% vested on May 6, 2003 and were canceled in the merger in exchange for cash payment of $285,487.00, representing the difference between the exercise price of the option and merger consideration of $65.50. |
(8) | Options were 100% vested on May 5, 2004 and were canceled in the merger in exchange for cash payment of $140,530.00, representing the difference between the exercise price of the option and merger consideration of $65.50. |