SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005
Estimated average burden
hours per response. . . . . 0.5

1. Name and Address of Reporting Person* Hamburger, Cynthia B. (Last) (First) (Middle) 103 JFK Parkway (Street) Short Hills, NJ 07078 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol The Dun & Bradstreet CorporationDNB 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Day/Year 02/1214/2003 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Description SVP & Chief Technology Officer 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2.TransactionDate(Month/Day/Year)

2A. Deemed Execution Date, if any(Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4, and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

A/D

Price

Common Stock

02/12/2003

8,690

Common Stock

888.957

Held in ESPP (1)

Common Stock

97.025

Held in PP/IP (2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Deri- vative Security

3. Transaction Date(Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr.8)

5. Number of Derivative Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)

6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr.5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.4)

10. Owner-shipForm ofDeriv-ativeSecurities:Direct (D)orIndirect (I)(Instr.4)

11. Nature of Indirect Beneficial Ownership (Instr.4)

Code

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$34.165

02/12/2003

48,300

02/12/2006 (3)

02/12/2013

Common Stock

48,300

Phantom Stock Units (Deferred Comp.)

1-for-1

02/14/2003

17.27

(1)

Common Stock

17.27

$33.78

286.19 (2)

Explanation of Responses:

(1) ~~Held~~These inunits ~~ESPP~~are ~~(Employee~~to ~~Stock~~be ~~Purchase~~settled ~~Plan)~~in ascash ofafter ~~2/10/03~~the ~~(latest~~Reporting ~~available~~Person's ~~date)~~retirement.(2) ~~Held~~Represents innumber ~~PP/IP~~of ~~(Profit~~shares ~~Participation/Investment~~beneficially ~~Plan)~~owned as of ~~01/30/03~~February ~~(latest~~14, ~~available date)~~2003.~~(3) The option vests in three equal annual installments beginning on the date indicated.~~

By:	Date:
/s/ by David J. Lewinter for	02/14/2003
/s/ Cynthia B. Hamburger	02/18/2003
Cynthia B. Hamburger
** Signature of Reporting Person	SEC 1474 (9-02)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Filing Compare · HAMBURGER CYNTHIA B