4//SEC Filing
HELLER JEFFREY M 4
Accession 0001179706-08-000082
CIK 0001007456other
Filed
Aug 27, 8:00 PM ET
Accepted
Aug 28, 7:37 PM ET
Size
43.7 KB
Accession
0001179706-08-000082
Insider Transaction Report
Form 4
HELLER JEFFREY M
DirectorPres and COO
Transactions
- Disposition to Issuer
Common Stock
2008-08-26−4,389→ 0 total(indirect: By Trust) - Exercise/Conversion
Common Stock
2008-08-26+18,251→ 835,076 total - Disposition to Issuer
Common Stock
2008-08-26−2,025→ 0 total(indirect: By Trust) - Exercise/Conversion
Phantom Stock - EDP (1 for 1)
2008-08-26−18,251→ 0 totalExercise: $0.00→ Common Stock (18,251 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) 3/15/07 Grant
2008-08-26−250,000→ 0 totalExercise: $27.37Exp: 2014-03-15→ Common Stock (250,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) 12/17/96 Grant
2008-08-26−500,000→ 0 totalExercise: $45.06Exp: 2011-12-16→ Common Stock (500,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) 3/20/03 Grant
2008-08-26−125,000→ 0 totalExercise: $15.58Exp: 2013-03-20→ Common Stock (125,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) 3/15/06 Grant
2008-08-26−250,000→ 0 totalExercise: $27.48Exp: 2013-03-15→ Common Stock (250,000 underlying) - Tax Payment
Common Stock
2008-08-26−4,563→ 830,513 total - Disposition to Issuer
Common Stock
2008-08-26−529,513→ 0 total - Disposition to Issuer
Common Stock
2008-08-26−301,000→ 529,513 total - Disposition to Issuer
Employee Stock Option (right to buy) 3/31/05 Grant
2008-08-26−188,000→ 0 totalExercise: $20.66Exp: 2012-03-31→ Common Stock (188,000 underlying) - Disposition to Issuer
Common Stock
2008-08-26−579.206→ 0 total(indirect: JP Morgan Retirement Plan Services) - Disposition to Issuer
Employee Stock Option (right to buy) 3/24/04 Grant
2008-08-26−150,000→ 0 totalExercise: $19.18Exp: 2014-03-24→ Common Stock (150,000 underlying)
Footnotes (11)
- [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.
- [F10]This option was forfeited during the Merger on 08/26/08.
- [F11]Shares of phantom stock units ("PSUs") issued under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. The Phantom Stock reflects additional dividends from 37.1550 dividends @ $24.4600 from 06/10/08; and 36.7281 dividends @ $24.7950 from 08/13/08. All of the Reporting Person's PSUs were canceled in the Merger in exchange for a cash payment of $25 per PSU.
- [F2]81,000 PRSUs awarded 03/15/07 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; 90,000 PRSUs awarded 03/15/06 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; and 130,000 RSUs awarded 05/02/94 were forfeited 08/26/08 in exchange for a cash payment of $25 per share.
- [F3]In connection with the acquisition of Issuer by Hewlett-Packard (the "Merger"). these shares were canceled in exchange for a cash payment of $25 per share on the effective date of the Merger. In connection with the Merger, Reporting Person is hereby relying on the view the SEC's staff has expressed with regard to Rule 16b-3 exempting an officer's or director's indirect interest in securities beneficially owned through an entity.
- [F4]These shares were gifted individually to Jeffrey Austin Heller, Robert Brandon Heller, and Ford Christopher Myers in their 2006 Trust Accounts (i.e., the Jeffrey Merwin Heller & Carol Jean Franklin Heller, Trustee UA December 2006 The Jeffrey Austin Heller 2006 Trust FBO Jeffrey Austin Heller; the Jeffrey Merwin Heller & Carol Jean Franklin Heller, Trustee UA December 2006 The Robert Brandon Heller 2006 Trust FBO Robert Brandon Heller; and the Jeffrey Merwin Heller & Carol Jean Franklin Heller, Trustee UA December 2006 The Ford Christopher Myers 2006 Trust FBO Ford Christopher Myers respectively), and held by Reporting Person's Spouse and Reporting Person as custodians for each of the minor grandchildren not residing in Reporting Person's household. Reporting Person disclaims beneficial ownership of all such gifts of securities except to the extent of any indirect pecuniary interest he may have therein.
- [F5]These shares were originally gifted to Jeffrey Austin Heller (i.e., under the Jeffrey Merwin Heller & Carol Jean Franklin Heller, Trustees UA March 10, 2000 The Jeffrey Austin Heller 2000 Trust FBO Jeffrey Austin Heller), and to Robert Brandon Heller (i.e., under the Jeffrey Merwin Heller & Carol Jean Franklin Heller, Trustees UA March 10, 2000 The Robert Brandon Heller 2000 Trust FBO Robert Brandon Heller) and held by Reporting Person's Spouse and Reporting Person as custodians for each of the minor grandchildren not residing in Reporting Person's household. Reporting Person disclaims beneficial ownership of all such gifts of securities except to the extent of any indirect pecuniary interest he may have therein.
- [F6]These shares were held indirectly under the Issuer's 401(k) Plan as of 08/26/08, and include 2.7615 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.
- [F7]Information originally included at time grant was reported.
- [F8]1 for 1
- [F9]This option was forfeited during the Merger on 08/26/08 in exchange for a cash payment equal to the difference between the grant price and $25 per option.
Documents
Issuer
ELECTRONIC DATA SYSTEMS CORP /DE/
CIK 0001007456
Entity typeother
Related Parties
1- filerCIK 0001120654
Filing Metadata
- Form type
- 4
- Filed
- Aug 27, 8:00 PM ET
- Accepted
- Aug 28, 7:37 PM ET
- Size
- 43.7 KB