Edgar Filing: BEAR STEARNS COMPANIES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MOLINARO SAMUEL L JR

2. Issuer Name and Ticker or Trading Symbol
BEAR STEARNS COMPANIES INC [BSC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP/CFO/COO

(Last)

(First)

(Middle)

C/O BEAR, STEARNS & CO. INC., 383 MADISON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2008

(Street)

NEW YORK, NY 10179

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/30/2008		D		38,022	D	⁽¹⁾	0	D
Common Stock	05/30/2008		D		1,211	D	⁽²⁾	0	I	By ESOP
Common Stock	05/30/2008		D		43,450	D	⁽³⁾	0	I	Joint with wife

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

CAP Units (2002)

⁽⁴⁾

05/30/2008

448

11/30/2007

11/30/2007⁽⁵⁾

Common Stock

448

⁽⁶⁾

CAP Units (2003)

⁽⁴⁾

05/30/2008

75,382

11/30/2008

11/30/2008⁽⁵⁾

Common Stock

75,382

⁽⁷⁾

CAP Units (2004)

⁽⁴⁾

05/30/2008

55,251

11/30/2009

11/30/2009⁽⁸⁾

Common Stock

55,251

⁽⁹⁾

CAP Units (2005)

⁽⁴⁾

05/30/2008

58,360

11/30/2010

11/30/2010⁽⁸⁾

Common Stock

58,360

⁽¹⁰⁾

CAP Units (2006)

⁽⁴⁾

05/30/2008

66,821

11/30/2011

11/30/2011⁽⁸⁾

Common Stock

66,821

⁽¹¹⁾

Emp. Stock Option (Right to Buy)

$ 73.75

05/30/2008

116,582

12/15/2006

12/15/2013

Common Stock

116,582

⁽¹²⁾

Emp. Stock Option (Rt. to Buy)

$ 116.5

05/30/2008

35,534

12/22/2008

12/22/2015

Common Stock

35,534

⁽¹³⁾

Emp. stock option (rt. to buy)

$ 165.32

05/30/2008

26,691

12/20/2009

12/20/2016

Common Stock

26,691

⁽¹⁴⁾

Employee Stock Option (Right to Buy)

$ 38.75

05/30/2008

5,571

01/10/2003

01/10/2010

Common Stock

5,571

⁽¹⁵⁾

Employee Stock Option (Right to Buy)

$ 49.63

05/30/2008

21,877

12/11/2003

12/11/2010

Common Stock

21,877

⁽¹⁶⁾

Employee Stock Option (Right to Buy)

$ 56.88

05/30/2008

15,605

12/17/2004

12/17/2011

Common Stock

15,605

⁽¹⁷⁾

Employee Stock Option (Right to Buy)

$ 64

05/30/2008

30,000

11/30/2005

11/30/2012

Common Stock

30,000

⁽¹⁸⁾

Employee Stock Option (Rt. to Buy 07)

$ 102.65

05/30/2008

92,895

12/28/2007

12/28/2014

Common Stock

92,895

⁽¹⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOLINARO SAMUEL L JR C/O BEAR, STEARNS & CO. INC. 383 MADISON AVENUE NEW YORK, NY 10179			EVP/CFO/COO

Signatures

/s/ Molinaro Jr., Samuel L.		06/02/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 8,270 shares of JPMorgan Chase common stock having a market value of $9.35 per share on the effective date of the merger.
(2)	Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 263 shares of JPMorgan Chase common stock having a market value of $9.35 per share on the effective date of the merger
(3)	Disposed of pursuant to the merger agreement between issuer and JPMorgan Chase & Co. in exchange for 9,451 shares of JPMorgan Chase common stock having a market value of $9.35 per share on the effective date of the merger.
(4)	This type of derivative security typically does not have a conversion or exercise price
(5)	The shares of common stock underlying the CAP Units will be distributed on or about 11/30/2008
(6)	The CAP Units were converted in the merger into 97 CAP Units of JPMorgan Chase.
(7)	The CAP Units were converted in the merger into 16,397 CAP Units of JPMorgan Chase.
(8)	In connection with the merger, the deferral period for the CAP Units will be accelerated and the shares of common stock underlying the CAP Units will be distributed on or about 1/15/2009.
(9)	The CAP Units were converted in the merger into 12,018 CAP Units of JPMorgan Chase.
(10)	The CAP Units were converted in the merger into 12,695 CAP Units of JPMorgan Chase.
(11)	The CAP Units were converted in the merger into 14,535 CAP Units of JPMorgan Chase.
(12)	This option was converted in the merger into an option to purchase 25,360 shares of JPMorgan Chase common stock for $339.03 per share.
(13)	This option was converted in the merger into an option to purchase 7,729 shares of JPMorgan Chase common stock for $535.56 per share.
(14)	This option was converted in the merger into an option to purchase 5,806 shares of JPMorgan Chase common stock for $759.99 per share.
(15)	This option was converted in the merger into an option to purchase 1,211 shares of JPMorgan Chase common stock for $178.14 per share.
(16)	This option was converted in the merger into an option to purchase 4,758 shares of JPMorgan Chase common stock for $228.13 per share.
(17)	This option was converted in the merger into an option to purchase 3,394 shares of JPMorgan Chase common stock for $261.48 per share.
(18)	This option was converted in the merger into an option to purchase 6,525 shares of JPMorgan Chase common stock for $294.21 per share.
(19)	This option was converted in the merger into an option to purchase 20,207 shares of JPMorgan Chase common stock for $471.89 per share.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.