CONNOLLY FRANK J JR 4

4 · MODEM MEDIA INC · Filed Oct 18, 2004

Form 4

Period: 2004-10-15

Chief Financial Officer

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
2004-10-15−10,000→ 0 total
Exercise: $5.45Exp: 2013-11-03→ Common Stock (10,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2004-10-15−18,383→ 0 total
Exercise: $0.58Exp: 2013-03-23→ Common Stock (18,383 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2004-10-15−25,000→ 0 total
Exercise: $8.30Exp: 2014-02-09→ Common Stock (25,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2004-10-15−100,000→ 0 total
Exercise: $3.28Exp: 2011-01-04→ Common Stock (100,000 underlying)
Disposition to Issuer
Common Stock
2004-10-15−4,331→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2004-10-15−80,000→ 0 total
Exercise: $3.00Exp: 2012-02-26→ Common Stock (80,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2004-10-15−12,753→ 0 total
Exercise: $0.75Exp: 2012-02-26→ Common Stock (12,753 underlying)

Footnotes (7)

[F1]The shares of the Reporting Person were disposed of pursuant to a merger agreement between issuer and Digitas, Inc. ("Digitas") in exchange for 3,031 shares of Digitas common stock having a market value of $8.37 per share and $6.00 in lieu of a fractional share on the effective date of the merger.
[F2]This option is fully vested and was assumed by Digitas in the merger and replaced with an option to purchase 70,000 shares of Digitas common stock for $4.6874 per share.
[F3]This option is fully vested and was assumed by Digitas in the merger and replaced with an option to purchase 56,000 shares of Digitas common stock for $4.2857 per share.
[F4]This option is fully vested and was assumed by Digitas in the merger and replaced with an option to purchase 8,927 shares of Digitas common stock for $1.0714 per share.
[F5]This option is fully vested and was assumed by Digitas in the merger and replaced with an option to purchase 12,868 shares of Digitas common stock for $0.8321 per share.
[F6]This option is fully vested and was assumed by Digitas in the merger and replaced with an option to purchase 7,000 shares of Digitas common stock for $7.7857 per share.
[F7]This option is fully vested and was assumed by Digitas in the merger and replaced with an option to purchase 17,500 shares of Digitas common stock for $11.8571 per share.

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