4//SEC Filing
Kelly Jeffrey D 4
Accession 0001179706-08-000085
CIK 0001007456other
Filed
Aug 27, 8:00 PM ET
Accepted
Aug 28, 7:38 PM ET
Size
23.4 KB
Accession
0001179706-08-000085
Insider Transaction Report
Form 4
Kelly Jeffrey D
EVP Americas
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy) 3/24/04 Re-Grant
2008-08-26−15,700→ 0 totalExercise: $19.18Exp: 2010-03-24→ Common Stock (15,700 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) 02/13/08 Grant
2008-08-26−180,000→ 0 totalExercise: $18.30Exp: 2015-02-13→ Common Stock (180,000 underlying) - Disposition to Issuer
Phantom Stock-EDP DSU Award
2008-08-26−54,660→ 0 totalExercise: $0.00→ Common Stock (54,660 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) 03/15/07 Grant
2008-08-26−110,000→ 0 totalExercise: $27.37Exp: 2014-03-15→ Common Stock (110,000 underlying) - Disposition to Issuer
Common Stock
2008-08-26−32,737→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy) 3/24/04 Grant
2008-08-26−40,000→ 0 totalExercise: $19.18Exp: 2014-03-24→ Common Stock (40,000 underlying) - Disposition to Issuer
Common Stock
2008-08-26−144,333→ 32,737 total - Disposition to Issuer
Common Stock
2008-08-26−287.609→ 0 total(indirect: JP Morgan Retirement Plan Services)
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. Shares owned directly by Reporting Person were canceled as well in exchange for $25 per share.
- [F10]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.)
- [F11]Shares of phantom stock units issued under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. All of the Reporting Person's DSU Award was forfeited in the Merger in exchange for 1/2 of the value in a cash payment of $25 per PSU in January 2009 and 1/2 in HP common stock at a predetermined future date.
- [F2]30,000 PRSUs awarded 02/13/08 were forfeited 08/26/08 in exchange for a cash payment for 50% of value on 01/02/09 and an HP TRSU grant for 50% of value; 36,000 PRSUs awarded 03/15/07 were forfeited 08/26/08 in exchange for a cash payment for 50% of value on 01/02/09 and an HP TRSU grant for 50% of value; 45,000 PRSUs awarded 03/15/06 were forfeited 08/26/08 in exchange for a cash payment for 50% of value on 01/02/09 and an HP TRSU grant for 50% of value; 30,000 RSUs awarded 02/13/08 were forfeited 08/26/08 in exchange for a cash payment for 50% of value on 01/02/09 and an HP TRSU grant for 50% of value; and 3,333 PRSUs awarded 04/03/06 were forfeited 08/26/08 in exchange for a cash payment for 50% of value on 01/02/09 and an HP TRSU grant for 50% of value.
- [F3]These shares were held indirectly under the Issuer's 401(k) Plan as of 08/26/08. 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 when grant was reported.
- [F5]1 for 1
- [F6]This option was exchanged by HP in the Merger with an option to purchase 22,076 shares of HP common stock for $34.75 per share.
- [F7]This option was exchanged by HP in the Merger with an option to purchase 8,664 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 60,709 shares of HP common stock for $49.60 per share.
- [F9]This option was exchanged by HP in the Merger with an option to purchase 99,342 shares of HP common stock for $33.15 per share.
Documents
Issuer
ELECTRONIC DATA SYSTEMS CORP /DE/
CIK 0001007456
Entity typeother
Related Parties
1- filerCIK 0001377747
Filing Metadata
- Form type
- 4
- Filed
- Aug 27, 8:00 PM ET
- Accepted
- Aug 28, 7:38 PM ET
- Size
- 23.4 KB