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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 | ||||||||
Common Stock Share Equivalents - CNXT | $ 0 | 11/02/2005(4) | (4) | Common Stock | 1,769 | 1,769 | D | ||||||||
Common Stock Share Equivalents - ROK (5) | $ 0 | (5) | (5) | Common Stock | 2,326 | 2,326 | D | ||||||||
Stock Option (Right to Buy) | $ 2.11 | (6) | 12/06/2005 | Common Stock | 113,594 | 113,594 | D | ||||||||
Stock Option (Right to Buy) | $ 2.44 | (6) | 03/22/2006 | Common Stock | 569,032 | 569,032 | D | ||||||||
Stock Option (Right to Buy) | $ 2.67 | (6) | 12/09/2006 | Common Stock | 156,282 | 156,282 | D | ||||||||
Stock Option (Right to Buy) | $ 2.49 | (6) | 07/02/2007 | Common Stock | 333,936 | 333,936 | D | ||||||||
Stock Option (Right to Buy) | $ 2.38 | (6) | 12/03/2007 | Common Stock | 163,912 | 163,912 | D | ||||||||
Stock Option (Right to Buy) | $ 2.77 | (6) | 01/04/2009 | Common Stock | 776,403 | 776,403 | D | ||||||||
Stock Option (Right to Buy) | $ 1.42 | (6) | 11/04/2010 | Common Stock | 306,515 | 306,515 | D | ||||||||
Stock Option (Right to Buy) | $ 2.63 | (6) | 03/29/2011 | Common Stock | 491,736 | 491,736 | D | ||||||||
Stock Option (Right to Buy) | $ 3.45 | (6) | 04/03/2012 | Common Stock | 1,229,460 | 1,229,460 | D | ||||||||
Stock Option (Right to Buy) | $ 1.42 | (6) | 11/03/2012 | Common Stock | 185,227 | 185,227 | D | ||||||||
Stock Option (Right to Buy) | $ 1.49 | 06/14/2006(7) | 06/14/2013 | Common Stock | 473,343 | 473,343 | D | ||||||||
Stock Option (Right to Buy) | $ 1.65 | (8) | 07/01/2013 | Common Stock | 300,000 | 300,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DECKER DWIGHT W 4000 MACARTHUR BLVD. NEWPORT BEACH, CA 92660 |
X | Chairman of the Board and CEO |
By: Jasmina Theodore Boulanger, Attorney-in-fact | 11/03/2005 | |
**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) | Shares granted pursuant to Mr. Decker's Amended and Restated Employment Agreement as of February 28, 2005 and to the terms of the Company's 2001 Performance Share Plan. |
(2) | Shares represented by Company stock fund units under the Conexant Systems, Inc. Savings Plan which were acquired on a periodic basis pursuant to the Plan, based on the latest information furnished by the Plan Administrator. The shares represented by Company stock fund units under the Plan are held in the employee benefit plan trust established thereunder. |
(3) | Shares represented by Company stock fund units under the Rockwell International Corporation Savings Plan which were acquired on a periodic basis pursuant to the Plan, based on the latest information furnished by the Plan Administrator. The shares represented by Company stock fund units under the Plan are held in the employee benefit plan trust established thereunder. |
(4) | Share equivalents credited under one or more Conexant Systems, Inc. supplemental savings plans, the value (based on market value at or near the time of payment) of which is payable in cash upon retirement or after termination of employment. This information is based on the latest information furnished by the Plan Administrator. |
(5) | Share equivalents credited under one or more Rockwell International Corporation supplemental savings plans, the value (based on market value at or near the time of payment) of which is payable in cash upon retirement or after termination of employment. This information is based on the latest information furnished by the Plan Administrator. |
(6) | Exercise date and vesting details previously disclosed. |
(7) | Options become exercisable in whole or part (but only for a whole number of shares) as to one-third of the option shares beginning on the first anniversary of the re-grant date, and one-third of option shares on the second and third anniversaries of the re-grant date thereafter. |
(8) | Options become exercisable in whole or part (but only for a whole number of shares) as to one half of the option shares beginning on November 8, 2005 and the remaining one half beginning on November 8, 2006. |