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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 Option (Right to Buy) | $ 6.35 | 01/21/2005 | D | 31,496 | (2) | 03/17/2013 | Common Stock | 31,496 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 6.35 | 01/21/2005 | D | 35,171 | (3) | 03/17/2013 | Common Stock | 35,171 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 8.51 | 01/21/2005 | D | 33,334 | (4) | 11/14/2013 | Common Stock | 33,334 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 11.68 | 01/21/2005 | D | 50,000 | (5) | 09/24/2014 | Common Stock | 50,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
APPLETON DOUGLAS S 825 BATTERY ST. SAN FRANCISCO, CA 94111 |
General Counsel and Secretary |
Douglas Appleton | 01/24/2005 | |
**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) | Disposed of pursuant to the merger agreement between the issuer and Dow Jones and Company, Inc. in exchange for the right to receive a cash consideration of $18 per share on the effective date of the merger. |
(2) | This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 13,700 shares of Dow Jones common stock for $14.60 per share. |
(3) | This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 15,299 shares of Dow Jones common stock for $14.60 per share. |
(4) | This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 14,500 shares of Dow Jones common stock for $19.57 per share. |
(5) | This option fully vested on the effective date of the merger and was assumed by Dow Jones and Company, Inc. in the merger and was replaced with an option to purchase 21,750 shares of Dow Jones common stock for $26.86 per share. |