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Washington, DC 20549 ANNUAL STATEMENT OF CHANGES BENEFICIAL OWNERSHIP 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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| OMB Number: 3235-0362 | |||
| Expires: January 31, 2005 | |||
| [ ] | Check
box if no longer subject to Section 16. Form 4 or Form 5 obligations may
continue. See instructions 1(b). |
Estimated average burden hours per response. . . 1.0 |
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| [ ] | Form 3 Holdings Reported | ||
| [ ] | Form 4 Transactions Reported | ||
| 1.
Name and Address of Reporting Person* Cohen, William S. |
2.
Issuer Name and Ticker or Trading Symbol Cendant Corporation (CD) |
6. Relationship of
Reporting Person(s) to Issuer |
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9 West 57th Street, 37th Floor |
3.
I.R.S. Identification Number of Reporting Person, if an entity (voluntary) |
4.
Statement for Month/Year 12/31/2002 |
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New York, NY 10019 |
5.
If Amendment, Date of Original (Month/Year) |
7.
Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person |
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| (City) (State) (Zip) | Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||
| 1. Title of Security (Instr. 3) |
2. Transaction Date (Month/ Day/ Year) |
2A. Deemed Execution Date, if any (Month/ Day/ Year) |
3. Transaction Code (Instr. 8) |
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | Amount | (A) or (D) |
Price | ||||||
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* If the form is filed by more than one reporting person, see instruction 4(b)(v). |
Potential persons who are to 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. |
(Over) SEC 2270 (9-02) |
| FORM 5 (continued) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
| 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 at End of Year (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 |
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| Stock Option (right to buy) | $19.05 | 01/22/2002 | A | 25,000 | 01/22/2003 (1) | 01/22/2012 | Common Stock (series designated CD stock) | 25,000 | $0 | 25,000 | D | ||||
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Explanation of Responses: Note 1: 8,333 exercisable on 1/22/03; 8,333 on 1/22/04 and 8,334 on 1/22/05. |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
/s/ Lynn A. Feldman **Signature of Reporting Person By: Lynn A. Feldman, Attorney-in-fact on behalf of William S. Cohen |
02/07/2003
Date |
| Note: | File three
copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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| Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | Page 2 |