4//SEC Filing
R H DONNELLEY CORP 4
Accession 0000769993-04-000593
CIK 0000030419operating
Filed
Oct 3, 8:00 PM ET
Accepted
Oct 4, 6:20 PM ET
Size
25.1 KB
Accession
0000769993-04-000593
Insider Transaction Report
Form 4
GHEEWALLA ROBERT R
Director
Transactions
- Other
Common Stock
2004-09-13$48.60/sh−1,526$74,164→ 9,058 total(indirect: See Footnotes)
Holdings
- 577,500(indirect: See Footnotes)
Warrants to purchase Common Stock
Exercise: $26.28Exp: 2008-01-03→ Common Stock (577,500 underlying) - 1,500(indirect: See Footnotes)
Stock Options (right to buy)
Exercise: $47.06Exp: 2011-05-05→ Common Stock (1,500 underlying) - 1,072,500(indirect: See Footnotes)
Warrants to purchase Common Stock
Exercise: $28.62Exp: 2008-01-03→ Common Stock (1,072,500 underlying) - 200,604(indirect: See Footnotes)
Convertible Cumulative Preferred Stock
→ Common Stock (8,341,119 underlying)
Footnotes (12)
- [F1]The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- [F10]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 1, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [F11]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was January 3, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [F12]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was January 3, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [F2]The shares reported herein were beneficially owned directly by Goldman Sachs. Goldman Sachs closed short positions with shares previously held directly by Goldman Sachs.
- [F3]GS Group may be deemed to beneficially own, in aggregate, 9,000 shares of R.H. Donnelley Corporation (the "Company"), common stock, par value $1.00 per share ("Common Stock") which were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of the Reporting Person and Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company, on the grant dates of January 3, 2003, May 1, 2003 and May 5, 2004. Each of the Reporting Person and Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group.
- [F4]Each grant of 1,500 deferred shares vests one third at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant. Goldman Sachs owns beneficially and directly and GS Group may be deemed to own beneficially and indirectly 58 shares of Common Stock. Goldman Sachs also has open short positions of 9,015 shares of Common Stock.
- [F5]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 5, 2004. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [F6]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 5, 2004. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [F7]Each share of Convertible Cumulative Preferred Stock ("Preferred Stock") is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of the date of conversion, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock. The Preferred Stock may be redeemed by R.H. Donnelley Corporation, at its option, at any time after January 3, 2013.
- [F8]Goldman Sachs and GS Group may be deemed to own beneficially and indirectly 200,604 shares of Preferred Stock of the Company which are convertible into 8,341,119 shares of Common Stock and warrants to purchase 1,650,000 shares of Common Stock, through certain investment partnerships and limited liability companies (collectively, the "Funds") of which Goldman Sachs or affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. The warrants are immediately exercisable. The Preferred Stock and warrants reported herein are owned by the Funds.
- [F9]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 1, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
Documents
Issuer
R H DONNELLEY CORP
CIK 0000030419
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000030419
Filing Metadata
- Form type
- 4
- Filed
- Oct 3, 8:00 PM ET
- Accepted
- Oct 4, 6:20 PM ET
- Size
- 25.1 KB