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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 Option | $ 13.19 | 12/03/2010 | D | 26,552 | (2) | 03/11/2020 | Common Stock | 26,552 | (2) | 0 | D | ||||
Stock Option | $ 24.64 | 12/03/2010 | D | 2,537 | (3) | 01/13/2016 | Common Stock | 2,537 | (3) | 0 | D | ||||
Stock Option | $ 25.05 | 12/03/2010 | D | 2,495 | (4) | 02/17/2016 | Common Stock | 2,495 | (4) | 0 | D | ||||
Stock Option | $ 37.71 | 12/03/2010 | D | 3,862 | (5) | 03/08/2012 | Common Stock | 3,862 | (5) | 0 | D | ||||
Stock Option | $ 37.02 | 12/03/2010 | D | 9,125 | (6) | 03/07/2013 | Common Stock | 9,125 | (6) | 0 | D | ||||
Stock Option | $ 10.4 | 12/03/2010 | D | 25,006 | (7) | 03/03/2019 | Common Stock | 25,006 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Houston Julia A 1155 PERIMETER CENTER WEST ATLANTA, GA 30338 |
SVP and General Counsel |
/s/ David E. Howard, Attorney-in-Fact | 12/07/2010 | |
**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, RRI Energy Holdings, Inc., and RRI Energy, Inc. ("RRI") in exchange for 115,823 shares of RRI common stock having a market value of $3.62 per share on the effective date of the merger plus cash consideration for a fractional share of RRI common stock. |
(2) | Upon completion of the merger, this option, which provided for three-year ratable vesting on 3/11/11, 3/11/12 and 3/11/13, vested in full and was converted into an option to purchase 75,274 shares of RRI common stock at $4.66 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock. |
(3) | Upon completion of the merger, this fully-vested option was converted into an option to purchase 7,192 shares of RRI common stock at $8.70 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock. |
(4) | Upon completion of the merger, this fully-vested option was converted into an option to purchase 7,073 shares of RRI common stock at $8.84 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock. |
(5) | Upon completion of the merger, this fully-vested option was converted into an option to purchase 10,948 shares of RRI common stock at $13.31 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock. |
(6) | Upon completion of the merger, this option, which provided for three-year ratable vesting on 3/7/09, 3/7/10 and 3/7/11, vested in full and was converted into an option to purchase 25,869 shares of RRI common stock at $13.06 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock. |
(7) | Upon completion of the merger, this option, which provided for three-year ratable vesting on 3/3/10, 3/3/11 and 3/3/12, vested in full and was converted into an option to purchase 70,892 shares of RRI common stock at $3.67 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock. |
(8) | Reporting person disposed of these shares to satisfy tax withholding obligations related to the vesting of restricted stock units. |