4//SEC Filing
BAKER MICHAEL D 4
Accession 0000035527-04-000106
CIK 0000035527other
Filed
Aug 9, 8:00 PM ET
Accepted
Aug 10, 4:22 PM ET
Size
8.6 KB
Accession
0000035527-04-000106
Insider Transaction Report
Form 4
BAKER MICHAEL D
Executive Vice President
Transactions
- Other
Contract
2004-08-06+1→ 1 total(indirect: By Trust)→ Common Stock (174,288 underlying)
Footnotes (4)
- [F1]On August 6, 2004 , the reporting person, through a revocable trust (the "Trust") of which he is the grantor, entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 174,288 shares of Common Stock. Under the VPF Agreement, on August 9, 2004 (the "Trade Date"), the Trust has agreed to sell the shares in accordance with footnotes 2 and 3 below. The transaction will be settled in one tranche on August 9, 2007 (the number of shares of Common Stock with respect to which settlement relates being the "Base Amount"). The Trust will receive a prepayment from the Buyer in the amount of $6,721,416.72 within 3 business days of the Trade Date. Such proceeds are to be used for tax planning and estate planning purposes.
- [F2]On the settlement date, the Trust, unless it has elected cash settlement as described in the following sentence, will deliver to an affiliate of Buyer a number of shares of Common Stock equal to the product of (A) the Base Amount and (B) the Settlement Ratio, rounded down to the nearest whole number, and cash in an amount equal to the value of any fractional share not delivered as a result of such rounding. In lieu of delivering shares, the Trust may elect cash settlement. The Settlement Ratio is determined as outlined in footnote 3 below.
- [F3]If the "Settlement Price" (a market-based price as determined under the terms of the VPF Agreement) is less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio shall be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio shall be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less the Hedged Value, the Settlement Ratio shall be one (1). This transaction has an Upside Limit of $62.2389 and a Hedged Value of $47.8761.
- [F4]A revocable trust of which the reporting person is the grantor.
Documents
Issuer
FIFTH THIRD BANCORP
CIK 0000035527
Entity typeother
Related Parties
1- filerCIK 0001195804
Filing Metadata
- Form type
- 4
- Filed
- Aug 9, 8:00 PM ET
- Accepted
- Aug 10, 4:22 PM ET
- Size
- 8.6 KB