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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 | ||||||||
| Contract to Sell | (1) (2) (3) (4) (5) | 06/17/2005 | J | 0 (1) (2) (3) (4) (5) | (1)(2)(3)(4)(5) | (1)(2)(3)(4)(5) | Common Stock | 3,000,000 | (1) (2) (3) (4) (5) | 0 | I (6) | See footnote 6 (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RILEY THOMAS F 5 NORTH MCCORMICK OKLAHOMA CITY, OK 73127 |
X | |||
| Thomas F. Riley, Jr. | 06/20/2005 | |
| **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) | On June 15, 2005, the Reporting Person entered into a postpaid forward contract with an unaffiliated securities brokerage firm relating to up to 3,000,000 shares of Alamosa Holdings, Inc. common stock ("Common Stock"). Pursuant to the contract, the brokerage firm sold an aggregate of 3,000,000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. |
| (2) | The postpaid forward contract provides that (i) on June 19, 2006, Reporting Person will deliver, in the aggregate, a number of shares of Common Stock to the brokerage firm (or, at their election, the cash equivalent of such shares) as follows: (a) if the settlement price is less than the downside floor price of $10.51, a delivery of 500,000 shares of Common Stock; and (b) if the settlement price is equal to or greater than the downside floor price (with a cap price of $15.83), a delivery of between 331,965 and 500,000 shares of Common Stock (subject to adjustment for capital restructurings), dependent upon the settlement price; (continued to footnote 3) |
| (3) | (ii) the postpaid forward contract provides that on December 18, 2006, Reporting Person will deliver, in the aggregate, a number of shares of Common Stock to the brokerage firm (or, at their election, the cash equivalent of such shares) as follows: (a) if the settlement price is less than the downside floor price of $9.86, a delivery of 1,250,000 shares of Common Stock; and (b) if the settlement price is equal to or greater than the downside floor price (with a cap price of $16.86), a delivery of between 731,020 and 1,250,000 shares of Common Stock (subject to adjustment for capital restructurings), dependent upon the settlement price; (continued to footnote 4) |
| (4) | (iii) the postpaid forward contract provides that on June 18, 2007, Reporting Person will deliver, in the aggregate, a number of shares of Common Stock to the brokerage firm (or, at their election, the cash equivalent of such shares) as follows: (a) if the settlement price is less than the downside floor price of $9.86, a delivery of 1,250,000 shares of Common Stock; and (b) if the settlement price is equal to or greater than the downside floor price (with a cap price of $17.37), a delivery of between 709,557 and 1,250,000 shares of Common Stock (subject to adjustment for capital restructurings), dependent upon the settlement price. |
| (5) | Pursuant to the variable forward contract, the Reporting Person has the option to cash settle the contract, with the cash settlement amount being equal to the number of shares to be delivered multiplied by the relevant price. The Reporting Person has pledged 3,000,000 shares of Common Stock to the brokerage firm as security for its obligation to deliver shares at the termination of the contract. |
| (6) | Chickasaw Holdings Inc., of which the Reporting Person is an officer and director, owns 3,000,000 shares of Common Stock. |