LAMAR CHARLES W III 4
4 · LAMAR ADVERTISING CO/NEW · Filed May 25, 2004
Insider Transaction Report
Form 4
LAMAR CHARLES W III
Director
Transactions
- Other
Forward Contract (right/obligation to sell)
2004-05-21+1→ 0 total(indirect: Limited Liability Company)→ Class A Common Stock - Other
Class A Common Stock
2004-05-21$40.03/sh+100,000$4,003,000→ 4,295,242 total(indirect: By Trust) - Expiration
Call option (obligation to sell)
2004-05-21−1→ 0 total(indirect: By Trust)Exercise: $58.30→ Class A Common Stock (100,000 underlying)
Footnotes (6)
- [F1]On May 21, 2004, two identical zero-cost collars entered into by each of the Courtney Trust and the Madison Trust on May 21, 2002 were cancelled, both of which had stated expiration dates of May 18, 2005. Each of the Courtney Trust and the Madison Trust received a cash payment in consideration of the cancellation of the put option held by them as part of the zero-cost collar. The reporting person is neither a beneficiary nor trustee of the Courtney Trust or the Madison Trust, the beneficiaries of which are his minor children, and he disclaims any beneficial ownership in these shares.
- [F2]On May 21, 2004, a forward sale contract entered into on May 15, 2002, as amended, by Lamar Investment Fund, LLC (the "LLC") expired. The LLC settled the contract by paying in cash an amount equal to 156,000 shares of Class A common stock at a value determined on May 21, 2004.
- [F3]On May 21, 2004, a forward sale contract entered into on May 15, 2001, as amended, by the LLC expired. The LLC settled the contract by paying in cash an amount equal to 144,000 shares of Class A common stock at a value determined on May 21, 2004.
- [F4]On May 21, 2004, the LLC entered into a forward sale contract (the "Agreement") with an unaffiliated third party (the "Buyer") for the sale of up to 400,000 shares of Class A common stock. The Agreement provides that the LLC will deliver to the Buyer on May 21, 2008 (the "Maturity Date") shares of Class A common stock (or, at the option of the LLC, the cash equivalent of such shares) as follows: (a) if $39.64 is greater than the closing price of the Class A common stock on the Maturity Date (the "Settlement Price"), 400,000 shares; (b) if the Settlement Price is greater than $39.64 but less than $55.49, a percentage of the 400,000 shares equal to the $39.64 divided by the Settlement Price; (c) if the Settlement Price is greater than $55.49, a percentage of the 400,000 shares equal to $39.64 plus the difference between the Settlement Price and $55.49 divided by the Settlement Price. In consideration therefor pursuant to the Agreement, the LLC received $13,248,000.
- [F5]Please refer to footnote 5 in attachment.
- [F6]Please refer to footnote 6 in attachment.