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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 | ||||||||
| 3/25/02 Stock Options | $ 53.745 | 03/25/2002(1) | A | 400,000 | (2) | 03/25/2012 | Common Stock | 400,000 | $ 0 | 400,000 | D | ||||
| 11/14/03 Stock Options | $ 45.8 | 11/14/2003 | A | 75,000 | (3) | 11/14/2013 | Common Stock | 75,000 | $ 0 | 75,000 | D | ||||
| 4/30/97 Stock Options | $ 3.235 | 06/26/2000 | M | 200,000 | (4) | 04/30/2007 | Common Stock | 200,000 | $ 0 | 1,628,032 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LAPENTA ROBERT V C/O L-3 COMMUNICATIONS CORPORATION 600 THIRD AVENUE NEW YORK, NY 10016 |
X | President and CFO | ||
| /s/ Christopher C. Cambria, Authorized Signatory | 08/09/2006 | |
| **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) | Grant date of stock option from which the vesting dates and expiration date are determined. While this date may not be the date on which the grant was effectively approved by the Compensation Committee or Board of Directors, the grant will nevertheless be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), pursuant to Rule 16b-3(d)(3) promulgated under the Act because no sales of the options or the underlying shares occurred within less than six months of approval of the grant. |
| (2) | One-third of the shares underlying this option grant became exercisable on each of March 25, 2003, 2004 and 2005. |
| (3) | One-third of the shares underlying this option grant became exercisable on November 14, 2004. The remaining shares were cancelled upon Mr. LaPenta's resignation effective April 1, 2005. |
| (4) | 457,143 of the shares underlying this option grant became exercisable on each of March 2, 1998 and April 30, 1999. An additional 914,286 shares became exercisable on April 30, 2000, and a further 228,571 shares became exercisable on each of April 30, 2001 and 2002. |
| Remarks: All prices and quantities have been adjusted to reflect the Company's 2-for-1 stock split on May 20, 2002. Mr. LaPenta resigned his posts as president, CFO and director at L-3 Communications effective April 1, 2005. | |