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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 Options (Right to Buy) | $ 30.7813 | 08/15/2007 | D | 300,000 | (1)(2) | 11/16/2010 | Common Stock | 300,000 | (1) (2) | 0 | D | ||||
Employee Stock Options (Right to Buy) | $ 31.9375 | 08/15/2007 | A | 300,000 | (1)(2) | 11/16/2010 | Common Stock | 300,000 | (1) (2) | 300,000 | D | ||||
Employee Stock Options (Right to Buy) | $ 36.875 | 08/15/2007 | D | 250,000 | (3)(4) | 04/22/2012 | Common Stock | 250,000 | (3) (4) | 0 | D | ||||
Employee Stock Options (Right to Buy) | $ 39.25 | 08/15/2007 | A | 250,000 | (3)(4) | 04/22/2012 | Common Stock | 250,000 | (3) (4) | 250,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RYAN PATRICK G C/O AON CORPORATE LAW DEPARTMENT 8TH FLOOR, 200 EAST RANDOLPH DRIVE CHICAGO, IL 60601 |
X | Executive Chairman |
/s/ Jennifer L. Kraft, pursuant to a Power of Attorney from Patrick G. Ryan | 08/17/2007 | |
**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) | In a Form 4 filed in December 2000, the reporting person reported that, on November 16, 2000, he was granted an employee stock option covering 300,000 shares of common stock, having an exercise price of $30.7813 per share and vesting in three annual installments beginning on November 16, 2002. Following a review of the issuer's stock option award practices, it was determined that the exercise price for this option should be adjusted to $31.9375 per share to reflect the fair market value of the issuer's common stock on the accounting measurement date. As a result, the reporting person and the issuer agreed to amend the option to provide that the option will have an exercise price of $31.9375 per share. |
(2) | All other terms and conditions of the option award remain the same, including the vesting schedule described above. The amendment is reported in this Form 4 as a cancellation of the original option and the grant of a replacement option. For additional information, please see the issuer's Current Report on Form 8-K, filed with the Commission on August 15, 2007. |
(3) | In a Form 5 filed in February 2003, the reporting person reported that, on April 22, 2002, he was granted an employee stock option covering 250,000 shares of common stock, having an exercise price of $36.875 per share and vesting in three annual installments beginning on April 22, 2004. Following a review of the issuer's stock option award practices, it was determined that the exercise price for this option should be adjusted to $39.250 per share to reflect the fair market value of the issuer's common stock on the accounting measurement date. As a result, the reporting person and the issuer agreed to amend the option to provide that the option will have an exercise price of $39.250 per share. |
(4) | All other terms and conditions of the option award remain the same, including the vesting schedule described above. The amendment is reported in this Form 4 as a cancellation of the original option and the grant of a replacement option. For additional information, please see the issuer's Current Report on Form 8-K, filed with the Commission on August 15, 2007. |