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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 Non-Qualified Stock Option (right to buy) | $ 31.29 | 07/26/2006 | A | 100,000 | (2) | 07/25/2013 | Common Stock | 100,000 | (3) | 100,000 | D | ||||
| Stock Bonus Award (restricted stock unit) | (4) | (5) | (6) | Common Stock | 850,000 | 850,000 | D | ||||||||
| Stock Bonus Award (restricted stock unit) | (4) | 07/31/2007 | (7) | Common Stock | 50,000 | 50,000 | D | ||||||||
| Restricted Stock Unit | (4) | (8) | 07/28/2012 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Employee Non-Qualified Stock Option (right to buy) | $ 33.7813 | 01/24/2005 | 01/24/2010 | Common Stock | 1,600,000 | 1,600,000 | D | ||||||||
| Employee Non-Qualified Stock Option (right to buy) | $ 17.9688 | 04/28/2002 | 04/28/2010 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Employee Non-Qualified Stock Option (right to buy) | $ 17.0313 | 02/09/2004 | 02/09/2011 | Common Stock | 1,000,000 | 1,000,000 | D | ||||||||
| Employee Non-Qualified Stock Option (right to buy) | $ 21.99 | 07/31/2005 | 07/31/2009 | Common Stock | 450,000 | 450,000 | D | ||||||||
| Employee Non-Qualified Stock Option (right to buy) | $ 22.16 | 09/25/2005 | 09/25/2009 | Common Stock | 450,000 | 450,000 | D | ||||||||
| Employee Non-Qualified Stock Option (right to buy) | $ 18.72 | (9) | 07/30/2011 | Common Stock | 450,000 | 450,000 | D | ||||||||
| Employee Non-Qualified Stock Option (right to buy) | $ 24 | (10) | 07/28/2012 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BENNETT STEPHEN M C/O INTUIT INC. 2700 COAST AVENUE MOUNTAIN VIEW, CA 94043 |
X | President, CEO & Director | ||
| /s/ TYLER COZZENS, UNDER A CONFIRMING STATEMENT | 07/28/2006 | |
| **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) | Includes 470 shares acquired through the Intuit Inc. 1996 Employee Stock Purchase Plan on 3/15/06 and 78,486 shares issued in connection with a 2-for-1 stock split on 7/6/2006. |
| (2) | 50% of the options vest on 7/26/2007; the remaining options vest on 7/26/2008. |
| (3) | The reporting person was awarded the options in connection with his employment. |
| (4) | 1-for-1 |
| (5) | 510,000 shares vest on 7/31/2006 if reporting person is continuously employed by issuer through vesting date; thereafter, 170,000 shares vest on each of 7/31/2007 and 7/31/2008, provided reporting person is continuously employed by issuer on such vesting dates; vesting may be partially accelerated if employment terminates in certain circumstances and fully accelerated if employment terminates following a change in control. |
| (6) | Shares subject to the award that have vested will be settled in shares on the first day of the fiscal year following the date that the reporting person ceases to be both the CEO of issuer and a covered employee as defined by Section 162(m)(3) of the Internal Revenue Code. |
| (7) | Award will expire on date vested shares are issued which will be no later than the first day of the fiscal year following the date the reporting person ceases to be both the CEO of issuer and a covered employee as defined in Section 162(m)(3) of the Internal Revenue Code. |
| (8) | Two step vesting schedule applies to this award. (1) FY06 performance vesting criteria must be met by reporting person and (2) if that criteria is met, all shares vest on 7/29/2008. Pro-rated vesting and vesting acceleration may occur upon the reporting person's termination under certain conditions. |
| (9) | 33 1/3% of the options vested on 7/31/2005; thereafter 2.778% vest for each of the following 24 months such that the option is fully vested on 7/31/2007. |
| (10) | 50% of the options vest on 7/29/2007; the remaining options vest on 7/29/2008. |
| Remarks: Remarks: The numbers of non-derivative and derivative securities beneficially owned by the reporting person have been adjusted to reflect the 2-for-1 stock split effective on July 6, 2006. | |