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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 | ||||||||
Forward Sale Contract (right/obligation to sell) | (2) (3) (4) | 05/16/2008 | J(2)(3)(4) | 1 | (2) | (2) | Common Stock | 110,580 | (2) (3) (4) | 1 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ADKERSON RICHARD C ONE NORTH CENTRAL AVENUE PHOENIX, AZ 85004 |
X | President & CEO |
Kelly C. Simoneaux, on behalf of Richard C. Adkerson pursuant to a power of attorney | 05/19/2008 | |
**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) | Based on plan statement as of March 31, 2008. |
(2) | On May 16, 2008, Mr. Adkerson entered into a post-paid forward sale contract pursuant to which he agreed to sell up to 110,580 shares of Common Stock to a securities broker in December 2011, with the actual number of shares to be sold determined by the closing price at the time, subject to a minimum price of $91.26 and a maximum price of $185.562. Pursuant to the contract, Mr. Adkerson agreed to sell up to 110,580 shares for $121.68 per share on December 1, 2011 (the "Maturity Date") and the exact number of shares to be delivered on the Maturity Date will be determined as follows: (continued in footnote 3) |
(3) | If the closing price of a share of Common Stock on the Maturity Date is less than $91.26, Mr. Adkerson will deliver 110,580 shares; if the closing price of a share of Common Stock on the Maturity Date is greater than $91.26, but less then $185.562, Mr. Adkerson will deliver the number of shares resulting from multiplying 110,580 by a fraction, the numerator of which is $91.26 and the denominator of which is the closing price on the Maturity Date; and if the closing price on the Maturity Date is greater than $185.562, Mr. Adkerson will deliver the number of shares resulting from multiplying 110,580 by a fraction, the numerator of which is $91.26 plus the closing price on the Maturity Date minus $185.562, and the denominator of which is the closing price on the Maturity Date. (continued in footnote 4) |
(4) | Mr. Adkerson may instead elect to settle this contract in cash and retain ownership of the 110,580 shares. Mr. Adkerson has pledged 110,580 shares of Common Stock to secure his obligations under the contract. Mr. Adkerson will continue to hold beneficial ownership, and have voting rights and the right to receive quarterly dividend payments of $0.4375 per share with respect to the shares for the term of the contract. |
Remarks: Following the reported transaction, Mr. Adkerson's direct beneficial ownership includes options to acquire a total of 1,750,000 shares of Common Stock, 375,000 of which are vested, and a total of 1,088,233 Common Stock Restricted Stock Units. Mr. Adkerson has transferred the economic value of 125,000 of such options and 47,173 of such Common Stock Restricted Stock Units to his former spouse, and thus disclaims beneficial ownership of such options and restricted stock units. |