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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 | ||||||||
Stock Option | $ 13.3 | 01/03/2007 | J | 5,000 | (2) | 08/15/2013 | Common Stock | 5,000 | $ 0 | 0 | D | ||||
Stock Option | $ 15.3 | 01/03/2007 | J | 5,000 | (2) | 04/29/2014 | Common Stock | 5,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HARDIMAN JOSEPH R 1122 CAPITAL OF TEXAS HIGHWAY SOUTH AUSTIN, TX 78746 |
X |
/s/ Joseph R. Hardiman | 01/05/2007 | |
**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) | Pursuant to the Agreement and Plan of Merger, dated as of October 16, 2006, as amended by an Amendment, dated as of November 21, 2006 by and among the issuer and Level 3 Communications, Inc. and affiliates, each share of the issuer's common stock was exchanged for $8.18 in cash and 1.3411 shares of common stock of Level 3. Each share of Level 3 common stock had a market value of $5.65 on the effective date of the merger. |
(2) | The option became exercisable over time since the date of grant pursuant to a vesting schedule. Pursuant to the Agreement and Plan of Merger, dated as of October 16, 2006, as amended by an Amendment, dated as of November 21, 2006 by and among the issuer and Level 3 Communications, Inc. and affiliates, the option, vested or unvested, was cancelled in exchange for the aggregate difference between the exercise price and the deemed value of the per share merger consideration of $16.0175 paid out approximately 51% in cash and 49% in shares of Level 3 common stock. Each share of Level 3 common stock had a market value of $5.65 on the effective date of the merger. |