4//SEC Filing
FELD CHARLES 4
Accession 0001179706-08-000077
CIK 0001007456other
Filed
Aug 27, 8:00 PM ET
Accepted
Aug 28, 7:36 PM ET
Size
31.1 KB
Accession
0001179706-08-000077
Insider Transaction Report
Form 4
FELD CHARLES
EVP Portfolio Mgmt
Transactions
- Tax Payment
Common Stock
2008-08-26$25.00/sh−345$8,625→ 353,763 total - Disposition to Issuer
Employee Stock Option (right to buy) 01/09/04 Grant
2008-08-26−269,838→ 0 totalExercise: $23.95Exp: 2009-01-09→ Common Stock (269,838 underlying) - Disposition to Issuer
Common Stock
2008-08-26−28,868→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy) 03/31/05 Grant
2008-08-26−99,000→ 0 totalExercise: $20.66Exp: 2012-03-31→ Common Stock (99,000 underlying) - Disposition to Issuer
Common Stock
2008-08-26−389.76→ 0 total(indirect: JP Morgan Retirement Plan Services) - Exercise/Conversion
Phantom Stock - EDP (1 for 1)
2008-08-26−1,378→ 0 totalExercise: $0.00→ Common Stock (1,378 underlying) - Disposition to Issuer
Common Stock
2008-08-26−324,895→ 28,868 total - Exercise/Conversion
Common Stock
2008-08-26+1,378→ 354,108 total - Disposition to Issuer
Employee Stock Option (right to buy) 02/13/08 Grant
2008-08-26−240,000→ 0 totalExercise: $18.30Exp: 2015-02-13→ Common Stock (240,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) 03/24/04 Grant
2008-08-26−100,000→ 0 totalExercise: $19.18Exp: 2014-03-24→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) 03/15/07 Grant
2008-08-26−210,000→ 0 totalExercise: $27.37Exp: 2010-02-26→ Common Stock (210,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) 03/15/06 Grant
2008-08-26−130,000→ 0 totalExercise: $27.48Exp: 2013-03-15→ Common Stock (130,000 underlying)
Footnotes (13)
- [F1]In connection with the acquisition of Issuer by Hewlett-Packard (the "Merger") Reporting Person's performance restricted stock units ("PRSUs") and restricted stock units ("RSUs") were forfeited during the Merger and exchanged per footnote 2. The PRSU Awards noted were voluntarily early reported based on vesting criteria, so the total of Reporting Person's beneficial ownership has been reduced according to footnote 2. Shares owned directly by Reporting Person were exchanged for a cash payment of $25 per share.
- [F10]This option was exchanged by HP in the Merger with an option to purchase 115,899 shares of HP common stock for $49.60 per share.
- [F11]This option was exchanged by HP in the Merger with an option to purchase 132,456 shares of HP common stock for $33.15 per share.
- [F12]Reporting Person's option award(s) were converted using an exchange ratio (i.e., the numerator was the Issuer's per-share merger consideration ($25/share) and the denominator was the average closing price of HP's stock on the NYSE as reported by The Wall Street Journal for the five (5) full trading days ending on the date that is two (2) trading days prior to closing (rounded down to the nearest whole share), with the exercise price of converted stock option grant(s) being equal to (x), the original exercise price for the Issuer's options, divided by (y) - the exchange ratio described above - rounded up to the nearest whole cent.)
- [F13]Per Reporting Person's election with regard to issuance of phantom stock units ("PSU") under the Issuer's Executive Deferral Plan, an in-service distribution was elected to be made while the Reporting Person is employed. The PSU amount includes 4.1290 dividends @ $16.56 from 03/10/08; 2.8040 dividends @ $24.46 from 06/10/08; and 2.7714 dividends @ $24.7950 from 08/13/08. Shares of PSU under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. In connection with the acquisition of Issuer by Hewlett-Packard (the "Merger"), all of the Reporting Person's PSUs were canceled in exchange for a cash payment of $25 per PSU. This disposition was approved in accordance with Rule 16b-3(e) and occurred simultaneously with the Merger.
- [F2]40,000 PRSUs awarded 02/13/08 were forfeited 08/26/08 in exchange for a cash payment of $25 per PRSU; 70,000 PRSUs awarded 03/15/07 were forfeited 08/26/08 in exchange for a cash payment of $25 per PRSU; 45,000 PRSUs awarded 03/15/06 were forfeited 08/26/08 in exchange for a cash payment of $25 per PRSU; 40,000 RSUs awarded 02/13/08 were forfeited 08/26/08 in exchange for a cash payment of $25 per PRSU; and 129,895 RSUs awarded 12/04/06 were forfeited 08/26/08 in exchange for a cash payment of $25 per RSU.
- [F3]These shares were held indirectly under the Issuer's 401(k) Plan as of 08/26/08, and include 1.1938 dividends @ $16.56 from 03/10/08 and 1.8578 dividends @ $24.46 from 06/10/08. JP Morgan Retirement Plan Services accounts for holdings in the Issuer's stock fund in units, comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of Issuer's common stock on 08/26/08. Reporting Person's stock fund units were canceled in the Merger in exchange for a cash payment of $25 per stock unit and directed to the Reporting Person's 401(k) Moderate Portfolio fund or as otherwise directed by the Reporting Person.
- [F4]Information originally included at time grant was reported.
- [F5]1 for 1
- [F6]This option was exchanged by HP in the Merger with an option to purchase 148,923 shares of HP common stock for $43.41 per share.
- [F7]This option was exchanged by HP in the Merger with an option to purchase 55,190 shares of HP common stock for $34.75 per share.
- [F8]This option was exchanged by HP in the Merger with an option to purchase 54,638 shares of HP common stock for $37.45 per share.
- [F9]This option was exchanged by HP in the Merger with an option to purchase 71,747 shares of HP common stock for $49.79 per share.
Documents
Issuer
ELECTRONIC DATA SYSTEMS CORP /DE/
CIK 0001007456
Entity typeother
Related Parties
1- filerCIK 0001220691
Filing Metadata
- Form type
- 4
- Filed
- Aug 27, 8:00 PM ET
- Accepted
- Aug 28, 7:36 PM ET
- Size
- 31.1 KB