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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 | ||||||||
Class B Common Stock | $ 0 | (1) | (1) | Class A Common Stock | 4,850,762 | 4,850,762 | D | ||||||||
Employee Stock Opt. Right to Buy | $ 18.74 | 03/01/2005 | A | 200,000 | 03/01/2006(2) | 02/28/2015 | Class A Common Stock | 200,000 | $ 0 | 200,000 | D | ||||
Employee Stock Opt. Right to Buy | $ 25.53 | 03/01/2005 | 02/28/2014 | Class A Common Stock | 300,000 | 300,000 | D | ||||||||
Employee Stock Opt. Right to Buy | $ 28.25 | 03/01/2006 | 10/23/2009 | Class A Common Stock | 1,000,000 | 1,000,000 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SMULYAN JEFFREY H 40 MONUMENT CIRCLE, SUITE 700 INDIANAPOLIS, IN 46204 |
X | X | Chairman and CEO |
J. Scott Enright, Attorney in Fact | 03/03/2005 | |
**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) | Pursuant to the Company's Articles of Incorporation, the Class B Common Stock is exercisable by Mr. Smulyan at any time and has no expiration date. |
(2) | One third of the options vest on this date, a third vest one year thereafter and the final third vest on the third anniversary of the grant date. Upon exercise of the Option, Mr. Smulyan receives Class B Common Stock. The Class B Common Stock is a derivative security of the Class A Common Stock. |
(3) | The grant agreement provides for accelerated vesting of options to purchase 200,000 shares for each fiscal year in which certain performance targets are met. Thus options to purchase 200,000 shares may vest on March 1, 2000, 2001, 2002, 2003 and 2004. Any options that have not previously vested will vest on March 1, 2006. Upon exercise of the Option, Mr. Smulyan receives Class B Common Stock. The Class B Common Stock is a derivative security of the Class A Common Stock. |