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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 Options (right to buy) | $ 19.3 | 03/07/2006 | D | 25,648 | (2)(3) | 03/16/2015 | Common Stock | 25,648 | (2) | 0 | D | ||||
Employee Stock Options (right to buy) | $ 11.5 | 03/07/2006 | D | 70,000 | (2)(4) | 08/11/2014 | Common Stock | 70,000 | (2) | 0 | D | ||||
Employee Stock Options (right to buy) | $ 20.25 | 03/07/2006 | D | 72,222 | (2)(5) | 08/22/2010 | Common Stock | 72,222 | (2) | 0 | D | ||||
Employee Stock Options (right to buy) | $ 4.91 | 03/07/2006 | D | 22,222 | (2)(5) | 08/11/2013 | Common Stock | 22,222 | (2) | 0 | D | ||||
Employee Stock Options (right to buy) | $ 6.26 | 03/07/2006 | D | 22,222 | (2)(5) | 08/11/2013 | Common Stock | 22,222 | (2) | 0 | D | ||||
Employee Stock Options (right to buy) | $ 13.41 | 03/07/2006 | D | 77,778 | (2)(6) | 11/18/2013 | Comon Stock | 77,778 | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Chai Nelson 100 SOUTH WACKER DRIVE, SUITE 1800 C/O ARCHIPELAGO HOLDINGS, INC. CHICAGO, IL 60606 |
NA |
by Cynthia A. Lance under power of attorney for Nelson J. Chai | 03/08/2006 | |
**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) | Disposed of pursuant to the Issuer's merger with the New York Stock Exchange, Inc. in exchange for an equal number of shares of common stock of NYSE Group, Inc., par value $0.01 per share. On the effective date of the merger, the closing price of the Issuer's common stock was $64.25 per share. The shares of the NYSE Group, Inc. common stock commenced trading on March 8, 2006, the day following the effective date of the merger, at $67.00 per share. |
(2) | Converted in the merger into an equivalent option to acquire an equal number of shares of common stock of NYSE Group, Inc., par value $0.01 per share at the same exercise price. |
(3) | These options were scheduled to vest in four equal annual installments over a four year period from the date of grant, March 16, 2005. Immediately prior to the closing of the merger, 75% of the unvested portion of this award accelerated vesting. |
(4) | These options were scheduled to vest in four equal annual installments over a four year period from the date of grant, August 11, 2004. Immediately prior to the closing of the merger, 75% of the unvested portion of this award accelerated vesting. |
(5) | These options were fully vested. |
(6) | These options were scheduled to vest in four equal annual installments over a four year period from the date of grant, November 18, 2003. Immediately prior to the closing of the merger, 75% of the unvested portion of this award accelerated vesting. |