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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 | ||||||||
| Phantom Stock Units ("PSU") | (1) | 04/24/2006 | A | 69.52 | (2) | (2) | Common Stock | 69.52 | (3) | 8,467.39 (4) | D | ||||
| Phantom Stock Units ("PSU") | (1) | 04/25/2006 | A | 382.39 | (2) | (2) | Common Stock | 382.39 | (3) | 8,849.78 (4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CAREY WILLIAM RUSSELL JR C/O OSI RESTAURANT PARTNERS, INC. 2202 N. WEST SHORE BLVD., 5TH FLOOR TAMPA, FL 33607 |
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| /s/ Joseph J. Kadow, Attorney-in-Fact | 04/26/2006 | |
| **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) | The security converts to common stock on a one-to-one basis. |
| (2) | The PSU were accrued under the Company's Deferred Compensation and Stock Plan ("Plan") and are settled 100% in the Company's common stock upon cessation as a director. |
| (3) | Not applicable. |
| (4) | Derivative securities beneficially owned as of the end of reporting period include: (i) 568.70 PSU accrued in 1997 at prices ranging from $15.840 to $17.669; (ii) 466.93 PSU accrued in 1998 at prices ranging from $18.070 to $24.697; (iii) 336.37 PSU accrued in 1999 at prices ranging from $25.33 to $36.68; (iv) 650.79 PSU accrued in 2000 at prices ranging from $23.603 to $29.821; (v) 788.10 PSU accrued in 2001 at prices ranging from $24.85 to $27.98; (vi) 691.69 PSU accrued in 2002 at prices ranging from $28.00 to $37.38; (vii) 674.07 PSU accrued in 2003 at prices ranging from $33.82 to $38.64; (viii) 1584.12 PSU accrued in 2004 at prices ranging from $40.38 to $48.36; (ix) 2062.06 PSU accrued in 2005 at prices ranging from $39.71 to $46.05; and (x) 644.56 PSU accrued in 2006 at prices ranging from $40.82 to $43.15, all such PSU are to be settled 100% in the Company's common stock upon cessation as a director of the Company. |