TONEY GLEN O 4

4 · ANDREW CORP · Filed Jan 5, 2004

Insider Transaction Report

Form 4

Period: 2003-12-31

ANDREW CORPandw

TONEY GLEN O

Director

Transactions

Award
Phantom Stock
[F9]
2003-12-31$11.59/sh+1,315$15,241→ 1,315 total
Exercise: $11.59From: 2003-12-31Exp: 2013-12-31→ Common Stock (1,315 underlying)

Holdings

Stock Options (Right to buy)
[F1]
Exercise: $9.45From: 2004-02-11Exp: 2013-02-11→ Common Stock (12,000 underlying)
12,000
Stock Options (Right to buy)
[F2]
Exercise: $16.02From: 2003-02-19Exp: 2012-02-19→ Common Stock (12,000 underlying)
12,000
Stock Options (Right to buy)
[F3]
Exercise: $17.63From: 2000-02-09Exp: 2009-02-09→ Common Stock (12,000 underlying)
12,000
Stock Options (Right to buy)
[F4]
Exercise: $18.22From: 2002-02-13Exp: 2011-02-13→ Common Stock (12,000 underlying)
12,000
Stock Options (Right to buy)
[F5]
Exercise: $23.81From: 2001-02-08Exp: 2010-02-08→ Common Stock (12,000 underlying)
12,000
Phantom Stock
[F6]
Exercise: $5.50From: 1988-08-08Exp: 1988-08-08→ Common Stock (2,444 underlying)
2,444
Phantom Stock
[F7]
Exercise: $9.34From: 1988-08-08Exp: 1988-08-08→ Common Stock (1,440 underlying)
1,440
Phantom Stock
[F8]
Exercise: $10.28From: 1988-08-08Exp: 1988-08-08→ Common Stock (826 underlying)
826
Phantom Stock
[F10]
Exercise: $12.08From: 2003-09-30Exp: 2013-09-30→ Common Stock (964 underlying)
964

Footnotes (10)

[F1]Vesting Schedule: 20% of Grant exercisable on 2/11/04 40% of Grant exercisable on 2/11/05 60% of Grant exercisable on 2/11/06 80% of Grant exercisable on 2/11/07 100% of Grant exercisable on 2/11/08 until 2/11/13
[F10]The Phantom Stock Units were accrued under the Andrew Corporation directors deferred compensation plan and are to be settled in cash upon the reporting person's retirement. As of 9/30/03, Mr. Toney has a total of 16,536 derivative securities beneficially owned.
[F2]Vesting Schedule: 20% of Grant exercisable on 2/19/03 40% of Grant exercisable on 2/19/04 60% of Grant exercisable on 2/19/05 80% of Grant exercisable on 2/19/06 100% of Grant exercisable on 2/19/07 until 2/19/12
[F3]Vesting Schedule: 80% of Grant exercisable on 2/9/03 100% of Grant exercisable on 2/9/04 until 2/9/09
[F4]Vesting Schedule: 20% of Grant exercisable on 2/13/02 40% of Grant exercisable on 2/13/03 60% of Grant exercisable on 2/13/04 80% of Grant exercisable on 2/13/05 100% of Grant exercisable from 2/13/06 until 2/13/11
[F5]Vesting Schedule: 60% of grant exercisable on 2/8/03 80% of grant exercisable on 2/8/04 100% of grant exercisable from 2/8/05 until 2/8/10
[F6]The Phantom Stock Units were accrued under the Andrew Corporation directors deferred compensation plan and are to be settled in cash upon the reporting person's retirement. As of 3/31/03, Mr. Toney has a total of 14,132 derivative securities beneficially owned.
[F7]The Phantom Stock Units were accrued under the Andrew Corporation directors deferred compensation plan and are to be settled in cash upon the reporting person's retirement. As of 6/30/03, Mr. Toney has a total of 15,572 derivative securities beneficially owned.
[F8]The Phantom Stock Units were accrued under the Andrew Corporation directors deferred compensation plan and are to be settled in cash upon the reporting person's retirement. As of 12/31/02, Mr. Toney has a total of 11,688 derivative securities beneficially owned.
[F9]The Phantom Stock Units were accrued under the Andrew Corporation directors deferred compensation plan and are to be settled in cash upon the reporting person's retirement. As of 12/31/03, Mr. Toney has a total of 17,852 derivative securities beneficially owned.

Signature

James F. Petelle|2004-01-05

Documents

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