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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 | ||||||||
Restricted Stock Units | (1) (3) | 10/01/2010 | M | 146,334 | (1) | (1) | Common Stock | 146,334 | (1) | 0 | D | ||||
Option (Right to Buy) | $ 4.86 | 10/01/2010 | M | 98,334 | (4) | 03/31/2019 | Common Stock | 98,334 | $ 0 | 0 | D | ||||
Option (Right to Buy) | $ 7.22 | 10/01/2010 | M | 31,000 | (4) | 06/10/2018 | Common Stock | 31,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TAGUE JOHN P P.O. BOX 66100 - HDQLD CHICAGO, IL 60666 |
EVP | President of UA |
/s/ Lydia J. Mathas for John P. Tague | 10/05/2010 | |
**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) | Pursuant to the terms of the Management Retention Agreement, upon the closing date of the merger between JT Merger Sub, Inc. and Continental Airlines, Inc., the restricted shares and restricted stock units held by Mr. Tague were converted into a fixed amount in cash based on the average closing price of UAL Corporation common stock over the 20 trading days ended September 30, 2010. The fixed amount in cash became fully vested upon the termination of employment of Mr. Tague. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.41 to $24.51, inclusive. The reporting person undertakes to provide to UAL Corp., any security holder of UAL Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. |
(3) | Each restricted stock unit represented the economic equivalent of one share of common stock. |
(4) | Pursuant to the terms of the Management Retention Agreement, the option became fully vested upon the termination of employment of Mr. Tague. |