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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 | ||||||||
| Employee Stock Option (right to buy) | $ 17.48 | 12/05/2007(1) | D | 12,000 | (2) | 08/14/2013 | Common Stock | 12,000 | (3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.92 | 12/05/2007(1) | A | 12,000 | (2)(3) | 08/14/2013 | Common Stock | 12,000 | (3) | 12,000 | D | ||||
| Employee Stock Option (right to buy) | $ 31.2 | 12/05/2007(1) | D | 20,000 | (4) | 11/03/2014 | Common Stock | 20,000 | (3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 31.91 | 12/05/2007(1) | A | 20,000 | (3)(4) | 11/03/2014 | Common Stock | 20,000 | (3) | 20,000 | D | ||||
| Employee Stock Option (right to buy) | $ 37.655 | 12/05/2007(1) | D | 55,000 | (5)(6) | 04/28/2015 | Common Stock | 27,500 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 37.655 | 12/05/2007(1) | A | 27,500 | (5)(6) | 12/31/2007 | Common Stock | 27,500 | (7) | 27,500 | D | ||||
| Employee Stock Option (right to buy) | $ 37.655 | 12/05/2007(1) | A | 13,750 | (5)(6) | 12/31/2008 | Common Stock | 13,750 | (7) | 13,750 | D | ||||
| Employee Stock Option (right to buy) | $ 37.655 | 12/05/2007(1) | A | 13,750 | (5)(6) | 12/31/2009 | Common Stock | 13,750 | (7) | 13,750 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FLAKS RICHARD 915 SECAUCUS ROAD SECAUCUS, NJ 07094 |
SVP. Planning, Allocation & IT | |||
| /s/ Richard Flaks | 12/05/2007 | |
| **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) | No new option grants have been made to the reporting person. This Form 4 is only being filed to reflect the increase in the exercise price and/or amend the year of exercise of certain options previously granted to the reporting person. For a detailed description of the reason for the increase please see the issuer's Form 10-K report for the year ended February 3, 2007. |
| (2) | The options were originally to become exercisable in five equal installments of 20% (on a cumulative basis) commencing on October 31, 2004 and each anniversary thereof -- on January 27, 2006 the issuer acclerated the vesting of all options that had not vested, accordingly all options are exercisable on the date hereof. |
| (3) | The reporting person and the issuer have amended the option to buy shares of common stock of the issuer issued to the reporting person on August 15, 2003 and November 3, 2004 to increase the exercise price to the average of the high and low trading price on the date determined by the issuer to be used as the measurement date for such option in restating its financial statements, as discussed by the issuer in its Form 10-K report for the year ended February 3, 2007; the other terms of the option, including when the option shall be exercisable and the expiration date, have not been changed and no consideration was paid to the reporting person in connection with the amendment. For Section 16 reporting purposes only, the increase in the exercise price is deemed to be a cancellation of the pre-amendment option in exchange for the grant of replacement option with the increased exercise price. |
| (4) | The options were originally to become exercisable in five equal installments of 20% (on a cumulative basis) commencing on September 18, 2005 and each anniversary thereof -- on January 27, 2006 the issuer acclerated the vesting of all options that had not vested, accordingly all options are exercisable on the date hereof. |
| (5) | The reporting person and the issuer have amended the option to buy shares of common stock of the issuer issued to the reporting person on November 1, 2001 to amend the year in which the option may be exercised. |
| (6) | A total of 55,000 options were originally to become exercisable in four equal installments of 25% (on a cumulative basis) commencing on April 30, 2006 and each anniversary thereof -- on January 27, 2006 the issuer accelerated the vesting of all options that had not vested. |
| (7) | Not applicable. |