careytradingplan.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) March 26, 2009
THE
DIRECTV GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
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1-31945
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52-1106564
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2230
East Imperial Highway
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El
Segundo, California
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90245
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310) 964-5000
(Registrant’s Telephone Number,
Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Chase
Carey, President and Chief Executive Officer of The DIRECTV Group, Inc., has
entered into a written Rule 10b5-1 trading plan to exercise up to 764,296
options that are scheduled to expire in 2009 and to sell the stock acquired
through the exercise of such options, assuming certain price targets are reached
(the “Rule 10b5-1 Plan”). The Rule 10b5-1 Plan,
which is effective on March 26, 2009, was executed on March 12, 2006, during the
open window for trading by directors and elected officers, as established by the
Company pursuant to its procedures following the issuance of its earnings
release for the fourth quarter and year ended December 31, 2008.
The terms and conditions of the Rule
10b5-1 Plan are in accordance with the policies of the Company and guidelines
specified by the U.S. Securities and Exchange Commission's Rule 10b5-1, and such
Rule 10b5-1 Plan was reviewed and approved by the General Counsel of the Company
prior to its execution. The purpose of the Rule 10b5-1 Plan is to
provide Mr. Carey with the ability to exercise his expiring options and
sell the underlying Company common stock in an orderly manner and avoid concerns
about the timing of the transactions. Pursuant to the Rule 10b5-1
Plan, Mr. Carey retains no discretion over sales under the Rule 10b5-1 Plan and
trades are executed through a broker in accordance with the terms of the Rule
10b5-1 Plan at later dates and without regard to any subsequent material
non-public information that Mr. Carey may receive. However, Mr. Carey
may terminate the Rule 10b5-1 Plan and may also exercise his options and sell
the underlying Company common stock during open windows for trading by directors
and elected officers, subject to the insider trading policies of the Company and
applicable law.
Exercise
of the options and sales of stock pursuant to the Rule 10b5-1 Plan may
commence March 26, 2009 and will continue under the terms and conditions of the
Rule 10b5-1 Plan until termination of such plan or until all the options are
exercised and the acquired stock is sold or until the options expire (September
6, 2009 as to 202,314 of the options and November 15, 2009, as to 561,982 of the
options), whichever first occurs. All these options are exercisable
at $15.69 per share, the fair market value on the date of
grant. Acquisition of stock through exercise of the options and the
sale of such stock will be reported through Form 4 filings with the U. S.
Securities and Exchange Commission.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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THE
DIRECTV GROUP, INC.
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(Registrant)
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Date:
March 26, 2009
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By:
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/s/
Larry D. Hunter
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Name:
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Larry
D. Hunter
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Title:
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Executive
Vice President, Legal, Administration and Human Resources,
General
Counsel and Secretary
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