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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 | ||||||||
| Phantom Shares | (4) | 02/17/2005 | A | 1,562 | (4) | (4) | Common Stock | (4) | (4) | 5,387 | D | ||||
| Employee Stock Option (Right to Buy) | (5) | (5) | (5) | Common Stock | (5) | 150,000 (5) | D | ||||||||
| Employee Stock Option (Right to Buy) | (6) | (6) | (6) | Common Stock | (6) | 50,000 (6) | D | ||||||||
| Employee Stock Option (Right to Buy) | (7) | (7) | (7) | Common Stock | (7) | 75,000 (7) | D | ||||||||
| Employee Stock Option (Right to Buy) | (8) | (8) | (8) | Common Stock | (8) | 75,000 (8) | D | ||||||||
| Employee Stock Option (Right to Buy) | (9) | (9) | (9) | Common Stock | (9) | 75,000 (9) | D | ||||||||
| Employee Stock Option (Right to Buy) | (10) | (10) | (10) | Common Stock | (10) | 50,000 (10) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HAY LEWIS III FPL GROUP, INC. 700 UNIVERSE BOULEVARD JUNO BEACH, FL 33408 |
X | Chairman/President/CEO | Dir/Chairman/CEO of Sub | |
| DENNIS P. COYLE (Attorney-in-Fact) | 02/17/2005 | |
| **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) | Reporting person deferred receipt of these shares acquired in settlement of performance share awards (which were not derivative securities) under Amended and Restated Long Term Incentive Plan of Issuer, exempt under Rule 16b-3, until his retirement. |
| (2) | Not applicable. |
| (3) | Includes 17,287 shares deferred until the reporting person's retirement. |
| (4) | Phantom shares credited to a Supplemental Matching Contribution Account for the reporting person pursuant to the FPL Group, Inc. Supplemental Executive Retirement Plan. Phantom shares represent the number of phantom shares of FPL Group, Inc. common stock credited to the reporting person if the phantom shares had been invested in FPL Group's company stock fund in its Thrift Plan during fiscal year 2004 based on share prices ranging from $60.97 to $75.95. Amount shown constitutes the difference between the balance at 12/31/04 and the balance at 12/31/03. Includes cash dividends that would be payable on the phantom shares if the reporting person was the record holder of the number of shares of FPL Group, Inc. common stock equal to the phantom shares. Shares of phantom stock are payable in cash following the reporting person's termination of employment with FPL Group, Inc. This filing is not an admission that the phantom shares are derivative securities. |
| (5) | On February 12, 2001, the reporting person was granted an option to purchase 150,000 shares of FPL Group, Inc. common stock with an exercise price of $61.72 per share. The option (i) is fully vested and (ii) expires on February 12, 2011. |
| (6) | On September 17, 2001, the reporting person was granted an option to purchase 50,000 shares of FPL Group, Inc. common stock with an exercise price of $55.35 per share. The option (i) is fully vested and (ii) expires on September 17, 2011. |
| (7) | On February 11, 2002, the reporting person was granted an option to purchase 75,000 shares of FPL Group, Inc. common stock with an exercise price of $52.64 per share. The option (i) is fully vested and (ii) expires on February 11, 2012. |
| (8) | On February 13, 2003, the reporting person was granted an option to purchase 75,000 shares of FPL Group, Inc. common stock with an exercise price of $55.12 per share. The option (i) vests as to 25,000 shares (on a cumulative basis) on each anniversary of the date of grant beginning on the first anniversary of the date of grant and (ii) expires on February 13, 2013. |
| (9) | On February 12, 2004, the reporting person was granted an option to purchase 75,000 shares of FPL Group, Inc. common stock with an exercise price of $64.92 per share. The option (i) vests as to 25,000 shares (on a cumulative basis) on each anniversary of the date of grant beginning on the first anniversary of the date of grant and (ii) expires on February 12, 2014. |
| (10) | On January 3, 2005, the reporting person was granted an option to purchase 50,000 shares of FPL Group, Inc. common stock with an exercise price of $73.90 per share. The option (i) vests as to 16,667 shares (on a cumulative basis) on each anniversary of the date of grant beginning on the first anniversary of the date of grant and (ii) expires on January 3, 2015. |