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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 | ||||||||
Dividend Equivalent Unit | (3) | 10/05/2007 | D | 3,376 | (3) | (3) | Common Shares | 3,376 | (3) | 0 | D | ||||
Option-to-Buy | $ 22.5938 | 10/05/2007 | D | 2,500 | (4) | 06/16/2009 | Common Shares | 2,500 | $ 38.1562 | 0 | D | ||||
Option-to-Buy | $ 22.5625 | 10/05/2007 | D | 3,750 | (5) | 05/17/2010 | Common Shares | 3,750 | $ 38.1875 | 0 | D | ||||
Option-to-Buy | $ 23.95 | 10/05/2007 | D | 5,000 | (6) | 05/09/2011 | Common Shares | 5,000 | $ 36.8 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
POLK JAMES H III 9200 E. PANORAMA CIRCLE SUTIE 400 ENGLEWOOD, CO 80112 |
Trustee |
Thomas S. Reif, Attorney-in-Fact on behalf of James H. Polk, III | 10/05/2007 | |
**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) | Direct total includes 3,999 Restricted Stock Units. |
(2) | Directly-held shares disposed of pursuant to a merger agreement between Issuer and affiliates of Tishman Speyer Real Estate Venture VII, L.P. and Lehman Brothers Holdings Inc. (the "Merger Agreement"), and cancelled in exchange for the cash merger consideration of $60.75 per share. |
(3) | Represents outstanding Dividend Equivalent Units ("DEUs") awarded under Issuer's Equity Plan for Outside Trustees. DEUs accrue on certain option and Restricted Stock Unit grants and vest at the same rate as the underlying grant. Upon settlement DEUs convert to shares of ASN common stock on a 1 to 1 basis. DEUs have no expiration date. Pursuant to the Merger Agreement all DEUs became fully vested at the time of the merger and were cancelled in exchange for a cash payment of $60.75 per unit. |
(4) | This option, which is fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $95,391, representing the difference between the exercise price of the option and the cash merger consideration of $60.75. ($38.1563 per share). |
(5) | This option, which is fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $143,203, representing the difference between the exercise price of the option and the cash merger consideration of $60.75. ($38.1875 per share). |
(6) | This option, which is fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $184,000, representing the difference between the exercise price of the option and the cash merger consideration of $60.75. ($36.80 per share). |