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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 | ||||||||
| Stock Appreciation Right | $ 32.43 | 09/20/2006 | D | 290,000 | (5)(6) | (5)(6) | Common Stock | 290,000 | (5) (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 6.1875 | 09/20/2006 | D | 76,517 | (7) | 01/19/2011 | Common Stock | 76,517 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 7.1 | 09/20/2006 | D | 110,916 | (8) | 01/29/2012 | Common Stock | 110,916 | (8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 7.46 | 09/20/2006 | D | 36,300 | (9) | 01/30/2009 | Common Stock | 36,300 | (9) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 7.46 | 09/20/2006 | D | 36,300 | (10) | 01/30/2010 | Common Stock | 36,300 | (10) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 7.46 | 09/20/2006 | D | 23,996 | (11) | 01/30/2011 | Common Stock | 23,996 | (11) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 15.6 | 09/20/2006 | D | 29,040 | (12) | 01/30/2010 | Common Stock | 29,040 | (12) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 15.6 | 09/20/2006 | D | 29,040 | (13) | 01/30/2011 | Common Stock | 29,040 | (13) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 15.6 | 09/20/2006 | D | 29,920 | (14) | 01/30/2012 | Common Stock | 29,920 | (14) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 22.7 | 09/20/2006 | D | 33,000 | (15) | 01/27/2012 | Common Stock | 33,000 | (15) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 22.7 | 09/20/2006 | D | 33,000 | (16) | 01/27/2012 | Common Stock | 33,000 | (16) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 22.7 | 09/20/2006 | D | 34,000 | (17) | 01/27/2013 | Common Stock | 34,000 | (17) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FULCHINO PAUL E 2750 REGENT BLVD. DFW AIRPORT, TX 75261 |
X | Chairman, President and CEO | ||
| /s/ R. Sean Elliott, Attorney-in-fact for Paul E. Fulchino | 09/21/2006 | |
| **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 the Agreement and Plan of Merger, dated as of April 30, 2006, by and among The Boeing Company ("Boeing"), Boeing-Avenger, Inc. and Aviall, Inc. (the "Merger Agreement") in exchange for a cash payment of $9,625,152, or $48.00 per share. |
| (2) | Represents restricted stock units granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan, which were granted on January 28, 2004 and provided for vesting on January 27, 2007, that were disposed of pursuant to the Merger Agreement in exchange for a cash payment of $443,184, or $48.00 per share. |
| (3) | Represents restricted stock units granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan, which were granted on January 27, 2005 and provided for vesting on January 26, 2008, that were disposed of pursuant to the Merger Agreement in exchange for a cash payment of $362,112, or $48.00 per share. |
| (4) | Represents restricted stock units granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan, which were granted on January 26, 2006 and provided for vesting on January 25, 2009, that were disposed of pursuant to the Merger Agreement in exchange for a cash payment of $274,704, or $48.00 per share. |
| (5) | The Stock Appreciation Rights, which were granted on January 26, 2006 and provided for vesting as follows: vesting as to 29,700 shares on January 26, 2007 and expiring with respect to those shares on January 26, 2012; vesting as to 29,700 shares on January 26, 2008 and expiring with respect to those shares on January 26, 2013; vesting as to 30,600 shares on January 26, 2009 and expiring with respect to those shares on January 26, 2014; vesting as to 50,000 shares on January 26, 2007 and expiring with respect to those shares on January 26, 2012; vesting as to 50,000 shares on January 26, 2008 and expiring with respect to those shares on January 26, 2013; (Continued to Footnote 6) |
| (6) | (Continued from Footnote 5) vesting as to 50,000 shares on January 26, 2009 and expiring with respect to those shares on January 26, 2014; and vesting as to 50,000 shares on January 26, 2010 and expiring with respect to those shares on January 26, 2015, were all cancelled immediately prior to the effective time of the merger in exchange for stock appreciation rights of Boeing, equal to the product of the number of cancelled Aviall, Inc. stock appreciation rights and the quotient obtained by dividing $48.00 by the closing price of a share of Boeing common stock listed on the New York Stock Exchange for the last trading day that preceded the effective time of the merger. |
| (7) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting as follows: vesting as to 25,089 shares on January 19, 2002; vesting as to 25,089 shares on January 19, 2003; and vesting as to 26,339 shares on January 19, 2004, was cancelled in the merger in exchange for a cash payment of approximately $3,199,367, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |
| (8) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting as follows: vesting as to 41,250 shares on January 29, 2003; vesting as to 41,250 shares on January 29, 2004; and vesting as to 28,416 shares on January 29, 2005, was cancelled in the merger in exchange for a cash payment of approximately $4,536,464, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |
| (9) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 30, 2004, was cancelled in the merger in exchange for a cash payment of approximately $1,471,602, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |
| (10) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 30, 2005, was cancelled in the merger in exchange for a cash payment of approximately $1,471,602, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |
| (11) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 30, 2006, was cancelled in the merger in exchange for a cash payment of approximately $972,798, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |
| (12) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2005, was cancelled in the merger in exchange for a cash payment of approximately $940,896, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |
| (13) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2006, was cancelled in the merger in exchange for a cash payment of approximately $940,896, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |
| (14) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2007, was cancelled in the merger in exchange for a cash payment of approximately $969,408, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |
| (15) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 27, 2006, was cancelled in the merger in exchange for a cash payment of approximately $834,900, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |
| (16) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 27, 2007, was cancelled in the merger in exchange for a cash payment of approximately $834,900, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |
| (17) | This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 27, 2008, was cancelled in the merger in exchange for a cash payment of approximately $860,200, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option. |