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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 | ||||||||
| 3/25/02 Employee Stock Option (Right to Buy) | $ 53.75 | 12/19/2006 | D | 3,333 | (1) | 03/25/2012 | Common Stock | 3,333 | $ 9.16 (2) | 6,667 | D | ||||
| 3/25/02 Employee Stock Option (Right to Buy) | $ 62.91 | 12/19/2006 | A | 3,333 | (1) | 03/25/2012 | Common Stock | 3,333 | (2) | 3,333 | D | ||||
| 7/21/03 Employee Stock Option (Right to Buy) | $ 45.11 | 12/19/2006 | D | 13,333 | (3) | 07/21/2013 | Common Stock | 13,333 | $ 3.99 (4) | 6,667 | D | ||||
| 7/21/03 Employee Stock Option (Right to Buy) | $ 49.1 | 12/19/2006 | A | 13,333 | (3) | 07/21/2013 | Common Stock | 13,333 | (4) | 13,333 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Dambrosio Ralph C/O L-3 COMMUNICATIONS CORPORATION 600 THIRD AVENUE NEW YORK, NY 10016 |
VP of Fin. and Prin. Acct. Off | |||
| /s/ Allen E. Danzig | 12/19/2006 | |
| **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) | Options vest over a 3-year period in increments of 3,333 shares of common stock per year beginning on the one year anniversary of March 25, 2002. |
| (2) | In connection with a tender offer by L-3 Communications Holdings, Inc. filed with the SEC on November 20, 2006 and ended on December 19, 2006, the reporting person agreed to the amendment of a portion of an option that was granted to him on March 25, 2002 to increase the exercise price per share from $53.75 to $62.91. The reporting person will receive $30,546.95 promptly following January 1, 2007 as consideration for the amendment of the option. |
| (3) | Options vest over a 3-year period in increments of 6,667 shares of common stock per year beginning on the one year anniversary of July 21, 2003. |
| (4) | In connection with a tender offer by L-3 Communications Holdings, Inc. filed with the SEC on November 20, 2006 and ended on December 19, 2006, the reporting person agreed to the amendment of a portion of an option that was granted to him on July 21, 2003 to increase the exercise price per share from $45.11 to $49.10. The reporting person will receive $53,198.67 promptly following January 1, 2007 as consideration for the amendment of the option. |