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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 | ||||||||
| RESTRICTED STOCK UNITS | (1) | 12/12/2004 | A | 10,000 | (1) | 01/20/2015 | COMMON STOCK | 10,000 | (1) | 0 | D | ||||
| RESTRICTED STOCK UNITS | (2) | 12/02/2003 | A | 2,400 | (2) | 03/02/2014 | COMMON STOCK | 2,400 | (2) | 0 | D | ||||
| RESTRICTED STOCK UNITS | (3) | 12/17/2002 | A | 10,000 | (3) | 02/25/2013 | COMMON STOCK | 10,000 | (3) | 0 | D | ||||
| RESTRICTED STOCK UNITS | (4) | 07/01/2005 | D | 22,400 | (4) | (4) | COMMON STOCK | 22,400 | (4) | 0 | D | ||||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 12.7 | 07/01/2005 | D | 12,000 | (5) | 01/20/2015 | COMMON STOCK | 12,000 | (5) | 0 | D | ||||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 8 | 07/01/2005 | D | 70,000 | (6) | 02/25/2013 | COMMON STOCK | 70,000 | (6) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DESOSTOA VINCENT J 2200 ELLER DRIVE FT. LAUDERDALE, FL 33316 |
CFO/SVP | |||
| ALAN R. TWAITS, ATTORNEY-IN-FACT FOR VINCENT J. deSOSTOA | 07/06/2005 | |
| **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 a Restricted Stock Deferral Agreement dated December 12, 2004, 10,000 shares of restricted common stock of the Issuer were surrendered to the Issuer in exchange for the credit of restricted stock units under the Issuer's Executive Deferred Compensation Plan representing the right to receive 10,000 shares of common stock of the Issuer. The shares of restricted stock surrendered to the Issuer were cancelled and retired. These transactions were not previously reported on Form 4. |
| (2) | Pursuant to a Restricted Stock Deferral Agreement dated December 2, 2003, 2,400 shares of restricted common stock of the Issuer were surrendered to the Issuer in exchange for the credit of restricted stock units under the Issuer's Executive Deferred Compensation Plan representing the right to receive 2,400 shares of common stock of the Issuer. The shares of restricted stock surrendered to the Issuer were cancelled and retired. These transactions were not previously reported on Form 4. |
| (3) | Pursuant to a Restricted Stock Deferral Agreement dated December 17, 2002, 10,000 shares of restricted common stock of the Issuer were surrendered to the Issuer in exchange for the credit of restricted stock units under the Issuer's Executive Deferred Compensation Plan representing the right to receive 10,000 shares of common stock of the Issuer. The shares of restricted stock surrendered to the Issuer were cancelled and retired. These transactions were not previously reported on Form 4. |
| (4) | These restricted stock units were assumed by SEACOR Holdings Inc. ("SEACOR") in connection with the merger of a wholly owned subsidiary of SEACOR with an into the Issuer pursuant to the Agreement and Plan of Merger by and among SEACOR, SBLK Acquisition Corp., CORBULK LLC and the Issuer dated as of March 16, 2005 (the "Merger Agreement"), and replaced with restricted stock units representing the right to receive 6,035 shares of SEACOR common stock and $89,600.00 in cash. |
| (5) | This option, which provided for vesting in three equal annual installments beginning January 20, 2006, was converted into an option to purchase 3,033 shares of SEACOR common stock for $47.14 per share and receive $48,000.00 in cash pursuant to the Merger Agreement. |
| (6) | This option, which provided for vesting in three equal annual installments beginning February 25, 2004, was converted into an option to purchase 18,858 shares of SEACOR common stock for $29.70 per share and receive $280,000.00 in cash pursuant to the Merger Agreement. |