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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 Units | $ 0 (3) | 01/03/2006 | M | 750,000 | (3) | (3) | Common Stock | 750,000 | $ 0 | 500,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ESSIG STUART 311 C ENTERPRISE DRIVE PLAINSBORO, NJ 08536 |
X | President and CEO |
/s/ Jeffrey Hellman, Attorney-in-Fact | 01/05/2006 | |
**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) | On January 3, 2006, 750,000 restricted units (the "Restricted Units") held by the Reporting Person were converted into 750,000 shares of the Issuer's Common Stock. |
(2) | The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 3, 2005. |
(3) | Each Restricted Unit represents the rights to receive one share of the Issuer's common stock. The 1,250,000 shares of the Issuer's common stock underlying the Restricted Units (the "Unit Shares") were to be delivered to the Reporting Person on January 3, 2006. The Reporting Person elected to defer delivery of 500,000 Unit Shares until March 4, 2008. On January 3, 2006, 750,000 Unit Shares were issued to the Reporting Person. The Reporting Person has the right to defer the delivery of the Unit Shares on as many occasions as he determines from time to time through, but not beyond, June 30, 2025. The Unit Shares not yet issued may be delivered to the Reporting Person prior to March 4, 2008 in the event of a change of control of the Issuer or a termination of the Reporting Person's employment with the Issuer other than (a) for cause or (b) due to his voluntary departure (other than for good reason or due to disability). |