BEINECKE FREDERICK W 4
4 · CATALINA MARKETING CORP/DE · Filed Oct 2, 2007
Insider Transaction Report
Form 4
BEINECKE FREDERICK W
Director
Transactions
- Other
Common Stock
2007-10-01$32.50/sh+11,457.703$372,375→ 92,662.703 total - Other
Phantom Stock Unit
2007-10-01$32.50/sh−11,457.703$372,375→ 0 totalExercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Common Stock (11,457.703 underlying) - Other
Common Stock
2007-10-01$32.50/sh−81,205$2,639,163→ 0 total - Other
Common Stock
2007-10-01$32.50/sh−705,601.25$22,932,041→ 0 total(indirect: By Antaeus Enterprises, Inc.)
Footnotes (3)
- [F1]As a result of the merger of Checkout Acquisition Corp. with an into the issuer, each holder of a Catalina phantom stock unit that was held in the Catalina Marketing Corporation Deferred Compensation Plan received a number of unrestricted shares of Catalina common stock equal to the number of shares of Catalina common stock underlying such Catalina phantom stock unit and each such share was automatically converted into the right to receive the per share merger consideration ($32.50), without interest. The cash amount due to the individual will be deposited into the individual's deferred compensation plan book account and will be payable to the individual only in accordance with the terms of the deferred compensation plan.
- [F2]As a result of the merger of Checkout Acquisition Corp. with an into the issuer, each share of Catalina common stock issued and outstanding immediately prior to the effective time of the merger was automatically converted into the right to receive $32.50 in cash, without interest and less any required withholding taxes.
- [F3]Mr. Beinecke is a beneficiary of a trust that is one of four trusts, each of which owns 25% of Antaeus Enterprises, Inc. ("Antaeus"), the corporation which owns the subject securities. Mr. Beinecke is the president and a director of Antaeus. Therefore, the amount of securities reported as indirectly owned by Mr. Beinecke (i.e., 705,601.25 shares of Common Stock) constituted 25% of the total amount of Common Stock held by Antaeus.