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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 | ||||||||
Employee Stock Option | $ 43.6 | 01/20/2005 | 01/20/2005 | A | 1,500 | 01/20/2005 | 01/19/2015 | Common Stock | 1,500 | $ 0 (3) | 322,251 (6) | D | |||
Employee Stock Options | $ 43.6 | 01/20/2005 | 01/20/2005 | A | 500,000 | 01/20/2005 | 01/19/2015 | Common Stock | 500,000 | $ 0 (4) | 822,251 (5) | D | |||
Employee Stock Options | $ 43.6 | 01/20/2005 | 01/20/2005 | A | 298,592 | 01/20/2005 | 01/19/2015 | Common Stock | 298,592 (7) | $ 0 | 1,120,843 (8) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROTHBLATT MARTINE A |
X | CEO |
/s/ Paul A. Mahon under Power of Attorney | 01/21/2005 | |
**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) | This sale of 2,000 shares is pursuant to the 10b5-1 Plan adopted by the reporting person's spouse on March 12, 2004. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
(2) | Includes 231,173 shares held by the reporting person's spouse. |
(3) | On July 19, 2004,pursuant to an individual negotiation, the issuer canceled a ten-year option granted to the reporting person on June 23,2000 for 1,500 shares at $84.88 per share. In exchange, the reporting person received the option reported herein. |
(4) | On July 19, 2004,pursuant to an individual negotiation, the issuer canceled a ten-year option granted to the reporting person on June 26,2000 for 500,000 shares at $90 per share. In exchange, the reporting person received the option reported herein. |
(5) | Includes 231,173 shares held by the reporting person's spouse. |
(6) | Includes 231,173 shares held by the reporting person's spouse. |
(7) | 2004 annual incentive stock option award |
(8) | Includes 231,173 shares held by the reporting person's spouse. |