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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 Stock Units | (1) | 12/13/2005 | A | 12,052 | (1) | (1) | Common Stock | 12,052 | (1) | 12,052 | D | ||||
| Restricted Stock Units | (2) | 12/13/2005 | A | 2,534 | (2) | (2) | Common Stock | 2,534 | (2) | 2,534 | D | ||||
| Nonqualified Stock Options (right to buy) | $ 131.64 | 12/13/2005 | A | 32,000 (3) | (3) | 11/27/2015 | Common Stock | 32,000 | $ 0 | 32,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| COHEN ALAN M C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK,, NY 10004 |
EVP, Global Head of Compliance | |||
| /s/ Roger S. Begelman, Attorney-in-fact | 12/15/2005 | |
| **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) | Of these Restricted Stock Units ("RSUs"), 40% vested immediately upon grant, with the remaining 60% vesting on November 28, 2008. The shares of Common Stock underlying these RSUs will be deliverable, without the payment of any consideration, in January 2009. |
| (2) | 1,900 of the RSUs (the "Base RSUs") were acquired by the Reporting Person for $131.64 per RSU (the closing price of the Issuer's Common Stock on the New York Stock Exchange on the grant date), while the remaining RSUs (the "Discount RSUs") were granted to the Reporting Person at no additional cost to the Reporting Person. The Base RSUs are not forfeitable for any reason; shares of Common Stock underlying the Base RSUs generally will be delivered to the Reporting Person in January 2006, but generally cannot be transferred (other than as determined by the Issuer to satisfy certain of the Reporting Person's tax obligations) before January 2009. One-half of the Discount RSUs generally will vest in each of November 2007 and November 2008, and the shares of Common Stock underlying vested Discount RSUs generally will be delivered in January 2009, subject to certain terms and conditions. |
| (3) | The value of each Stock Option, based on a binomial option valuation method, was $32.91. Of these Stock Options, 40% vested immediately upon grant, with the remaining 60% vesting on November 28, 2008. The Stock Options become exercisable in January 2009, although the underlying shares are subject to transfer restrictions until January 2010. |