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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 | 04/04/2007 | J(1) | 55,700 | (3) | 03/16/2015 | Common Stock, par value $0.01 per share | 55,700 | $ 0 | 0 | D | ||||
Employee Stock Options (right to buy) | $ 11.5 | 04/04/2007 | J(1) | 316,666 | (4) | 08/11/2014 | Common Stock, par value $0.01 per share | 316,666 | $ 0 | 0 | D | ||||
Employee Stock Options (right to buy) | $ 13.41 | 04/04/2007 | J(1) | 222,222 | (5) | 11/18/2013 | Common Stock, par value $0.01 per share | 222,222 | $ 0 | 0 | D | ||||
Employee Stock Options (right to buy) | $ 99.5 | 04/04/2007 | J(1) | 19,755 | (6) | 02/02/2017 | Common Stock, par value $0.01 per share | 19,755 | $ 0 | 0 | D | ||||
Restricted Stock Units | (7) | 04/04/2007 | J(1) | 19,786 | (7) | (7) | Common Stock, par value $0.01 per share | 19,786 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Putnam Gerald D C/O NYSE GROUP, INC. 11 WALL STREET NEW YORK, NY 10005 |
President and Co-COO |
/s/ C.M. Courtney under POA dated 4/27/2006 | 04/05/2007 | |
**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 in exchange for an equal number of equivalent securities of NYSE Euronext in connection with the consummation on April 4, 2007, of the transactions contemplated by the Amended and Restated Combination Agreement dated November 27, 2007 by and among the Issuer, NYSE Euronext, Inc., Euronext N.V. and Jefferson Merger Sub, Inc. |
(2) | Consists of 641,358 shares owned by GSP, LLC and 5,000 shares owned by the Putnam Family Foundation. Mr. Putnam owns a controlling interest in GSP, LLC and is the president of G&S Management Co.,the manager of GSP, LLC. Mr. Putnam is the President of the Putnam Family Foundation, a charitable organization. Mr. Putnam does not have a pecuniary interest in the Putnam Family Foundation and disclaims beneficial ownership in shares owned by the Putnam Family Foundation. |
(3) | Options to purchase 48,737 shares are exercisable; the remainder become exercisable in two equal installmants on each of March 16, 2008, and March 16, 2009. |
(4) | Options to purchase 277,083 shares are exercisable; the remainder become exercisable in two equal installmants on each of August 11, 2007 and August 11, 2008. |
(5) | Options to purchase 208,334 shares are exercisable; the remainder become exercisable on November 17, 2007. |
(6) | Options vest and become exercisable in three equal installments on each of February 3, 2008, 2009, and 2010, subject to the Reporting Person's continued employment with the Issuer. |
(7) | Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Common Stock. RSUs vest and shares are delivered in three equal installments on each of February 3, 2008, 2009, and 2010, subject to the Reporting Person's continued employment with the Issuer. |