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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WALLACE CHRISTINE W 1700 S. PATTERSON BOULEVARD DAYTON, OH 45479 |
Senior V.P., Human Resources |
Nelson F. Greene, Attorney-in-fact for Christine W. Wallace | 10/26/2007 | |
**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) | These are time-based restricted stock units that were granted due to the overperformance of 3,966 performance-based restricted shares granted March 1, 2006. As a result of the Company's spin-off of the Teradata Division, those 3,966 performance-based restricted shares were converted into 8,603 performance-based restricted shares, 2/3 of which vested on October 24, 2007. Because the Company's performance as of the spin-off exceeded the performance targets, the Compensation and Human Resource Committee elected to award the reporting person with time-based restricted stock units in the amount reported. The restricted stock units will vest on December 31, 2008, provided the reporting person is still employed by the Company on that date. The remaining 1/3 of the original award was converted into 1-year performance-based restricted stock unit awards that vest December 31, 2008, if applicable performance criteria are met. |
(2) | These are time-based restricted stock units that were granted due to the overperformance of 5,288 performance-based restricted shares granted February 13, 2006. As a result of the Company's spin-off of the Teradata Division, those 5,288 performance-based restricted shares were converted into 11,470 performance-based restricted shares, 2/3 of which vested on October 24, 2007. Because the Company's performance as of the spin-off exceeded the performance targets, the Compensation and Human Resource Committee elected to award the reporting person with time-based restricted stock units in the amount reported. The restricted stock units will vest on December 31, 2008, provided the reporting person is still employed by the Company on that date. The remaining 1/3 of the original award was converted into 1-year performance-based restricted stock unit awards that vest December 31, 2008, if applicable performance criteria are met. |
(3) | This share total reflects the conversions that took place as a result of the spin-off of the Teradata Division. |