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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative 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 and Expiration Date (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. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee stock option (right to buy) | $ 13.08 | 08/08/2005 | D | 10,000 | (2) | 03/12/2013 | Common Stock | 10,000 | (2) | 0 | D | ||||
Employee stock option (right to buy) | $ 38.39 | 08/08/2005 | D | 2,000 | (3) | 04/15/2014 | Common Stock | 2,000 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ALBERT PAUL M JR 135 MAIN STREET SOUTH SALEM, NY 10590 |
X |
/s/Kathryn M. Samuelson, Attorney-in-fact | 08/08/2005 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Disposed of pursuant to merger agreement among issuer, American Tower Corporation ("ATC") and Asteroid Merger Sub, LLC, a direct wholly-owned subsidiary of ATC, in exchange for 2,895 shares of ATC common stock having a market value of $22.20 per share on the effective date of the merger. |
(2) | This option, which provided for 20% vesting on the grant date and 80% vesting ratably in each of the thirty six months following the grant, was assumed by ATC pursuant to the merger agreement and was replaced with an option to purchase 35,750 shares of ATC common stock for $3.66 per share. |
(3) | This option, which provided for 100% vesting on the grant date, was assumed by ATC pursuant to the merger agreement and was replaced with an option to purchase 7,150 shares of ATC common stock for $10.74 per share. |