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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 | ||||||||
Common Stock | $ 6.9375 | 11/01/2005 | D | 20,000 | (4) | 02/10/2010 | Common Stock | 20,000 | $ 36.9625 | 0 | D | ||||
Common Stock | $ 17.8125 | 11/01/2005 | D | 75,000 | (5) | 05/09/2007 | Common Stock | 75,000 | $ 26.0875 | 0 | D | ||||
Common Stock | $ 15.9 | 11/01/2005 | D | 44,800 | (6) | 02/27/2012 | Common Stock | 44,800 | $ 28 | 0 | D | ||||
Common Stock | $ 31.65 | 11/01/2005 | D | 70,000 | (7) | 06/28/2014 | Common Stock | 70,000 | $ 12.25 | 0 | D | ||||
Common Stock | $ 24.15 | 11/01/2005 | D | 200,000 | (8) | 05/27/2012 | Common Stock | 200,000 | $ 19.75 | 0 | D | ||||
Common Stock | $ 15.4 | 11/01/2005 | D | 9,356 | (9) | 01/01/2012 | Common Stock | 9,356 | $ 28.5 | 0 | D | ||||
Common Stock | $ 17.72 | 11/01/2005 | D | 9,719 | (10) | 01/01/2013 | Common Stock | 9,719 | $ 26.18 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GRANT THOMAS W II 10101 RENNER BLVD. LENEXA, KS 66219 |
X | Chairman of the Board and CEO |
W. Thomas Grant, II by Randy Shelton attorney-in-fact | 11/01/2005 | |
**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) | Disposition of shares in the merger between the issuer and a wholly-owned subsidiary of Quest Diagnostics Incorporated ("Merger"). |
(2) | Disposition of shares in the Merger by the reporting person's 401(k) Plan pursuant to Rule 16b-3(c). |
(3) | Includes (a) 13,763 shares owned by reporting person's son, Bobby Grant, (b) 4,007 shares owned by reporting person's spouse, (c) 63,462 shares owned by reporting person's Trust, and (d) 26,773 shares owned by reporting person's 401(k) Plan. |
(4) | This option, which provided for vesting in five equal annual installments beginning February 10, 2001, was cancelled in the Merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $43.90 per share. |
(5) | This option, which provided for vesting in five equal annual installments beginning May 9, 1998, was cancelled in the Merger, in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $43.90 per share. |
(6) | This option, which provided for vesting in five equal annual installments beginning February 27, 2003, was cancelled in the Merger, in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $43.90 per share. |
(7) | This option, which provided for vesting in five equal annual installments beginning June 28, 2005, was cancelled in the Merger, in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $43.90 per share. |
(8) | This option, which provided for vesting in five equal annual installments beginning May 27, 2003, was cancelled in the Merger, in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $43.90 per share. |
(9) | This option, which provided for vesting in five equal annual installments beginning January 1, 2003, was cancelled in the Merger, in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $43.90 per share. |
(10) | This option, which provided for vesting in five equal annual installments beginning January 1, 2004, was cancelled in the Merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $43.90 per share. |