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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 | ||||||||
Variable Prepaid Forward Transaction | (1) (2) (3) | 03/03/2005(3) | 03/03/2005(3) | Common Stock | 45,000 | 1 | D | ||||||||
Employee Stock Option (right to buy) | $ 13.75 | 11/18/2002(4) | 01/18/2005 | Common Stock | 9,000 | 9,000 | D | ||||||||
Employee Stock Option (right to buy) | $ 21.33 | 11/28/2004 | 01/28/2007 | Common Stock | 6,054 | 6,054 | D | ||||||||
Employee Stock Option (right to buy) | $ 21.33 | 11/28/2004(5) | 01/28/2007 | Common Stock | 8,946 | 8,946 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PUTNAM JOHN STEPHEN 880 CARILLON PARKWAY ST. PETERSBURG, FL 33716 |
Executive Vice President |
John S. Putnam | 11/17/2004 | |
**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) | This Form 4 is being filed in connection with the proposed sale by the Reporting Person of 45,000 shares of the common stock of Raymond James Financial, Inc. (the "Shares") to Commerzbank Capital Markets Corp. pursuant to a Variable Prepaid Forward ("VPF") transaction effected on August 28, 2003 and subject to the terms set forth in the VPS Agreement entered into on August 28, 2003 |
(2) | Pursuant to the VPS Agreement, the Reporting Person has agreed to sell the Shares for the notional amount of $23.5331 per share, subject to adjustment as set forth below. The Reporting Person has received aggregate proceeds of $942,606. |
(3) | The VPF Agreement provides that on March 3, 2005 ("Settlement Date"), the Reporting Person shall be obligated to deliver that number of Shares (or at the Reporting Person's election, the cash equivalent of such Shares) to Commerzbank Capital Markets Corp. based on the closing price of the Shares on February 28, 2005 ("Maturity Date") as follows, (i) if the closing price on the Maturity Date ("Settlement Date") is equal to or less than $23.5331 per share, a delivery of 45,000 shares; (ii) if on the Maturity Date The Settlement Price is greater than $23.5331 ("Downside Threshold") per share but less than $28.2397 ("Upside Threshold"), a delivery of Shares equal to the product of 45,000 and (the Downside Threshold/Settlement Price); and (iii) if on the Maturity Date the Settlement Price is greater than the Upside Threshold, a delivery of Shares equal to the product of 45,000 and (1-(28.2397-23.5331)/Settlement Price). |
(4) | Options Currently Exercisable - 6,300. Options Becoming exercisable - 2,700 on 11/18/2004 |
(5) | Options Becoming exercisable - 2,946 on 11/28/2004, 3,000 on 11/28/2005 and 3,000 on 11/28/2006 |