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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 | $ 16.125 | 01/26/2007 | D | 33,333 | (2) | 04/25/2008 | Common stock | 33,333 | $ 0 | 0 | D | ||||
Stock option | $ 27.1875 | 01/26/2007 | D | 8,333 | (2) | 07/28/2007 | Common stock | 8,333 | $ 0 | 0 | D | ||||
Stock option | $ 29.343 | 01/26/2007 | D | 33,333 | (2) | 04/15/2009 | Common stock | 33,333 | $ 0 | 0 | D | ||||
Stock option | $ 16.59 | 01/26/2007 | D | 13,333 | (2) | 07/28/2009 | Common stock | 13,333 | $ 0 | 0 | D | ||||
Stock option | $ 9.1875 | 01/26/2007 | D | 75,000 | (2) | 10/29/2009 | Common stock | 75,000 | $ 0 | 0 | D | ||||
Stock option | $ 10.875 | 01/26/2007 | D | 33,333 | (2) | 07/29/2010 | Common stock | 33,333 | $ 0 | 0 | D | ||||
Stock option | $ 8.7188 | 01/26/2007 | D | 33,333 | (2) | 10/21/2010 | Common Stock | 33,333 | $ 0 | 0 | D | ||||
Stock option | $ 7.625 | 01/26/2007 | D | 100,000 | (2) | 01/20/2011 | Common stock | 100,000 | $ 0 | 0 | D | ||||
Stock option | $ 6 | 01/26/2007 | D | 271,667 | (2) | 03/07/2012 | Common stock | 271,667 | $ 0 | 0 | D | ||||
Stock option | $ 6.72 | 01/26/2007 | D | 291,667 | (2) | 03/07/2012 | Common stock | 291,667 | $ 0 | 0 | D | ||||
Stock option | $ 7.53 | 01/26/2007 | D | 291,666 | (2) | 03/07/2012 | Common stock | 291,666 | $ 0 | 0 | D | ||||
Stock option | $ 12.7 | 01/26/2007 | D | 83,334 | (2) | 05/18/2007 | Common stock | 83,334 | $ 0 | 0 | D | ||||
Stock option | $ 13.97 | 01/26/2007 | D | 83,333 | (2) | 05/18/2015 | Common stock | 83,333 | $ 0 | 0 | D | ||||
Stock option | $ 15.37 | 01/26/2007 | D | 83,333 | (2) | 05/18/2015 | Common stock | 83,333 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PEAD PHILIP M |
X | Chairman, CEO & President |
Philip M. Pead | 01/30/2007 | |
**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) | Pursuant to a merger between issuer and McKesson Corporation, each service based RSU (totaling 18,904 issuer shares) and each DSU (totaling 17,948 issuer shares) was assumed by McKesson and replaced with McKesson common stock in an amount equal to the number of underlying issuer common shares multiplied by .50053629 (the ratio of $28 to $55.94, the closing price of McKesson stock on the date of closing). Performance RSUs were doubled on the day of the merger for meeting a performance goal. Pursuant to the merger, each performance based RSU was cancelled in exchange for $28 cash for each share of issuer common stock underlying the RSU (76,762 issuer shares were Performance RSUs). Number of shares disposed also includes 966 shares that were held in reporting persons 401(k) plan and which were disposed in the merger at $28 per share. The remaining 128,315 shares held directly were exchanged for $28 in cash. |
(2) | Pursuant to a merger between the issuer and McKesson Corporation, each option was cancelled in exchange for cash equal to $28 less the exercise price multiplied by the number of shares subject to each option grant. |