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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 (right to buy) | $ 5.575 | 03/08/2006 | D(1) | 15,000 | (2) | 11/05/2011 | Class A Common Stock | 15,000 | (3) | 0 | D | ||||
Stock Option (right to buy) | $ 5.575 | 03/08/2006 | A(1) | 15,000 | (4) | 12/31/2006 | Class A Common Stock | 15,000 | (3) | 15,000 | D | ||||
Stock Option (right to buy) | $ 36.93 | 03/08/2006 | D(1) | 15,000 | (5) | 01/12/2014 | Class A Common Stock | 15,000 | (3) | 0 | D | ||||
Stock Option (right to buy) | $ 36.93 | 03/08/2006 | A(1) | 15,000 | (4) | 12/31/2006 | Class A Common Stock | 15,000 | (3) | 15,000 | D | ||||
Stock Option (right to buy) | $ 51.68 | 03/08/2006 | D(1) | 7,000 | (6) | 01/17/2015 | Class A Common Stock | 7,000 | (3) | 0 | D | ||||
Stock Option (right to buy) | $ 51.68 | 03/08/2006 | A(1) | 7,000 | (4) | 12/31/2006 | Class A Common Stock | 7,000 | (3) | 7,000 | D | ||||
Stock Option (right to buy) | $ 56.82 | 03/08/2006 | D(1) | 3,500 | (7) | 05/19/2015 | Class A Common Stock | 3,500 | (3) | 0 | D | ||||
Stock Option (right to buy) | $ 56.82 | 03/08/2006 | A(1) | 3,500 | (4) | 12/31/2006 | Class A Common Stock | 3,500 | (3) | 3,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCDONALD DESMOND P 10 HIGHWAY 35 RED BANK, NJ 07701 |
X |
Nancy A. Marrazzo Attorney-in-Fact | 03/09/2006 | |
**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) | In connection with the end of the Reporting Person's term as Director of the Issuer on March 8, 2006 following his decision not to stand for reelection to the Board of Directors, prior to the expiration of his term the Compensation Committee of the Board of Directors (i) accelerated the vesting of the Reporting Person's outstanding stock options so that they became fully vested on March 8, 2006 and (ii) extended the period during which his outstanding stock options may be exercised from a 60-day period following the end of his term to until December 31, 2006. The extension of the exercise period is reflected in this Statement as the deemed cancellation of "old" options and the deemed regrant of "new" options. |
(2) | The option vests in three equal annual installments beginning on November 6, 2002. |
(3) | N/A |
(4) | Immediate |
(5) | The option vests in three equal annual installments beginning on January 13, 2005. |
(6) | The option vests in three equal annual installments beginning on January 18, 2006. |
(7) | The option vests in three equal annual installments beginning on May 20, 2006. |