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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 | ||||||||
Phantom Stock Units | (4) | 05/16/2011 | D | 7,687.472 | (5) | (5) | Common Stock | 7,687.472 | (5) | 0 | D | ||||
Stock Units | (4) | 05/16/2011 | D | 6,174.767 | (6) | (6) | Common Stock | 6,174.767 | (6) | 0 | D | ||||
Non-Statutory Stock Options (7) | $ 43.7 | 05/16/2011 | D | 3,500 | 02/15/2010 | 02/10/2017 | Common Stock | 3,500 | (8) | 0 | D | ||||
Non-Statutory Stock Option (7) | $ 33.08 | 05/16/2011 | D | 5,000 | 02/14/2011 | 02/12/2018 | Common Stock | 5,000 | (8) | 0 | D | ||||
Non-Statutory Stock Option (7) | $ 10.63 | 05/16/2011 | D | 10,000 | 04/23/2012 | 04/22/2019 | Common Stock | 10,000 | (8) | 0 | D | ||||
Non-Statutory Stock Option (7) | $ 12.86 | 05/16/2011 | D | 10,000 | 02/18/2013 | 02/17/2020 | Common Stock | 10,000 | (8) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FOLEY DONALD E 1100 NORTH MARKET STREET RODNEY SQUARE NO. WILMINGTON, DE 19890 |
X | Chief Executive Officer |
Gerard A. Chamberlain, Attorney-in-Fact Pursuant to Limited Power of Attorney | 05/23/2011 | |
**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) | Reporting person paid tax liability on the vesting of restricted stock by having shares withheld. |
(2) | Includes 55.447 shares held by Wells Fargo, N.A. pursuant to dividend reinvestmetn plan of issuer as of August 16, 2010. |
(3) | Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 751.9549 shares of M&T Bank Corporation common stock having a market value of $86.39 per share on the effective date of the merger. |
(4) | One-for-one. |
(5) | Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 394.92 phantom stock units of M&T Bank Corporation having a market value of $86.39 per unit on the effective date of the merger. These phantom stock units may be exercised only for cash and only following the termination of the reporting person's service as a director. |
(6) | Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 317.21 stock units of M&T Bank Corporation having a market value of $86.39 per unit on the effective date of the merger. These stock units will be settled in shares of M&T Bank Corporation common stock following the termination of the reporting person's service as a director. |
(7) | (Right to buy.) |
(8) | This option was canceled pursuant to merger agreement between issuer and M&T Bank Corporation. |