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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 Options (right to buy) | $ 4.64 | 01/31/2006 | D | 513,100 (3) | (3) | 11/08/2012 | Common Stock | 513,100 (3) | (3) | 0 | D | ||||
| Employee Stock Options (right to buy) | $ 4.64 | 01/31/2006 | D | 513,080 (4) | (4) | 09/09/2013 | Common Stock | 513,080 (4) | (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Burnett George C/O DEX MEDIA INC. 198 INVERNESS DRIVE WEST ENGLEWOOD, CO 80112 |
X | President, CEO & Director | ||
| /s/ Suzanne Yazzie, Attorney in Fact for the Reporting Person | 02/02/2006 | |
| **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) | Disposed of pursuant to merger agreement between issuer and R.H. Donnelley Corporation (RHD) in exchange for 54,481 shares of RHD common stock having a market value of $64.01 per share on the effective date of the merger and $2,774,388 in cash. In the merger agreement, each share of Dex Media, Inc. common stock outstanding immediately prior to the effective time of the merger was converted into the right to receive .24154 of a share of RHD common stock and $12.30 in cash. |
| (2) | Disposed of pursuant to merger agreement between issuer and RHD in exchange for 24,395 shares of RHD common stock having a market value of $64.01 per share on the effective date of the merger and $1,242,300 in cash. In the merger agreement, each share of Dex Media, Inc. common stock outstanding immediately prior to the effective time of the merger was converted into the right to receive .24154 of a share of RHD common stock and $12.30 in cash. These shares were held by two irrevocable trusts for the benefit of Mr. Burnett's children for which George Burnett, Robert C. Burnett, and Todd S. McCuaig serve as the co-trustees. Mr. Burnett disclaims beneficial ownership of these 101,000 shares. |
| (3) | This option, which provided for vesting in 25% of these shares in four equal installments of 6.25% beginning December 31, 2004 and in the remaining 75% of these shares on the eighth anniversary of the grant date, subject to earlier vesting based on the issuer's satisfaction of certain performance criteria for each of the calendar years ending December 31st of 2004 through 2007, was assumed by RHD pursuant to the merger agreement and replaced with an option to purchase 221,028 shares RHD common stock at an exercise price of $10.78 per share. |
| (4) | This option, which provided for vesting in 25% of these shares in four equal installments of 6.25% beginning December 31, 2004 and in the remaining 75% of these shares on the eighth anniversary of the grant date, subject to earlier vesting based on the issuer's satisfaction of certain performance criteria for each of the calendar years ending December 31st of 2004 through 2007, was assumed by RHD pursuant to the merger agreement and replaced with an option to purchase 221,019 shares RHD common stock at an exercise price of $10.78 per share. |