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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 | ||||||||
| Forward Sale Contract (right/obligation to sell) | (3) | 05/28/2009 | J(3) | 1 | (3) | (3) | Common Stock | 300,000 | $ 0 | 0 | I | By LLC | |||
| Forward Sale Contract (right/obligation to sell) | (4) | 05/28/2009 | J(4) | 1 | (4) | (4) | Common Stock | 150,000 | $ 0 | 0 | I | By LLC | |||
| Forward Sale Contract (right/obligation to sell) | (5) | 05/28/2009 | J(5) | 1 | (5) | (5) | Common Stock | 300,000 | $ 0 | 0 | I | By LLC | |||
| Forward Sale Contract (right/obligation to sell) | (6) (7) | 05/28/2009 | J(6)(7) | 1 | (6) | (6)(7) | Common Stock | 750,000 | (6) (7) | 1 | I | By LLC | |||
| Forward Sale Contract (right/obligation to sell) | (8) (9) | 05/28/2009 | J(8)(9) | 1 | (8) | (8)(9) | Common Stock | 150,000 | (8) (9) | 1 | I | By LLC | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOFFETT JAMES R 1615 POYDRAS STREET NEW ORLEANS, LA 70112 |
X | Chairman of the Board | ||
| Cynthia M. Molyneux, on behalf of James R. Moffett pursuant to a power of attorney | 05/29/2009 | |
| **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) | The Reporting Person disclaims beneficial ownership of these shares. |
| (2) | Based on plan statement as of March 31, 2009. |
| (3) | On May 28, 2009, Moffett Holdings, L.L.C. (the "LLC") terminated a forward sale contract with a securities broker that was entered into on October 26, 2004 for a termination payment of $3,472,170 payable by the LLC. Pursuant to the contract, the LLC had agreed to sell 300,000 shares of Common Stock to the securities broker on October 26, 2009, the maturity date, with the sale price to be determined and paid on the maturity date as follows: if the closing sale price of a share of Common Stock on the maturity date were $29.1920 or less, the sale price would be $29.1920 per share; if the closing sale price of a share of Common Stock on the maturity date were $45.1746 or more, the sale price would be $45.1746 per share; if the closing sale price of a share of Common Stock on the maturity date were between $29.1920 and $45.1746, the per share sales price would be the closing sale price on the maturity date. |
| (4) | On May 28, 2009, the LLC terminated a forward sale contract with a securities broker that was entered into on February 17, 2005 for a termination payment of $1,553,400 payable by the LLC. Pursuant to the contract, the LLC had agreed to sell 150,000 shares of Common Stock to the securities broker on August 11, 2010, the maturity date, with the sale price to be determined and paid on the maturity date as follows: if the closing sale price of a share of Common Stock on the maturity date were $32.1339 or less, the sale price would be $32.1339 per share; if the closing sale price of a share of Common Stock on the maturity date were $51.5348 or more, the sale price would be $51.5348 per share; if the closing sale price of a share of Common Stock on the maturity date were between $32.1339 and $51.5348, the per share sales price would be the closing sale price on the maturity date. |
| (5) | On May 28, 2009, the LLC terminated a forward sale contract with a securities broker that was entered into on July 26, 2005 for a termination payment of $3,721,350 payable by the LLC. Pursuant to the contract, the LLC had agreed to sell 300,000 shares of Common Stock to the securities broker on February 15, 2011, the maturity date, with the sale price to be determined and paid on the maturity date as follows: if the closing sale price of a share of Common Stock on the maturity date were $31.5643 or less, the sale price would be $31.5643 per share; if the closing sale price of a share of Common Stock on the maturity date were $49.3587 or more, the sale price would be $49.3587 per share; if the closing sale price of a share of Common Stock on the maturity date were between $31.5643 and $49.3587, the per share sales price would be the closing sale price on the maturity date. |
| (6) | On May 28, 2009, the LLC entered into a prepaid forward sale contract with a securities broker pursuant to which the LLC agreed to sell up to 750,000 shares of Common Stock to the securities broker on November 3, 2014, the maturity date. In exchange for assuming this obligation, the LLC received $25,752,938. The number of shares to be delivered at maturity will be determined as follows: (a) if the closing sale price of a share of Common Stock on the maturity date is less than or equal to $41.602, the LLC will deliver to the buyer 750,000 shares; (b) if the closing sale price is greater than $41.602 and less than $92.9285, the LLC will deliver to the buyer a number of shares of Common Stock equal to 750,000 shares multiplied by the following fraction: $41.602 divided by the closing sale price on the maturity date; and (continued in footnote 7) |
| (7) | (c) if the closing price of a share of Common Stock is greater than or equal to $92.9285, the LLC will deliver to the buyer a number of shares of Common Stock equal to 750,000 multiplied by the following fraction: 1 minus (51.3265 divided by the closing price on the maturity date). The LLC may instead elect to settle the contract at maturity in cash and retain ownership of the 750,000 shares. The LLC has pledged 750,000 shares of Common Stock to secure its obligations under the contract. The LLC will continue to hold beneficial ownership and will have voting rights with respect to the shares for the term of the contract. |
| (8) | On May 28, 2009, the LLC entered into a postpaid forward sale contract with a securities broker pursuant to which the LLC agreed to sell 150,000 shares of Common Stock to the securities broker on November 3, 2014, the maturity date, with the sale price to be determined and paid on the maturity date as follows: (a) if the closing sale price of a share of Common Stock on the maturity date is less than or equal to $41.602, the sale price will be $41.602 per share; (b) if the closing sale price of a share of Common Stock on the maturity date is greater than or equal to $92.9285, the sale price will be $92.9285 per share; (c) if the closing sale price of a share of Common Stock on the maturity date is greater than $41.602 and less than $92.9285, the per share sales price will be the closing sale price on the maturity date. The LLC may instead elect to settle the contract at maturity in cash and retain ownership of the 150,000 shares. |
| (9) | The LLC has pledged 150,000 shares of Common Stock to secure its obligations under the contract. The LLC will continue to hold beneficial ownership and will have voting rights with respect to the shares for the term of the contract. |
| Remarks: Following the reported transactions, Mr. Moffett's direct beneficial ownership consists of 115,670 Common Stock Restricted Stock Units. He also holds options to acquire a total of 2,000,000 shares of Common Stock, 750,000 of which are vested and 1,250,000 of which are unvested. | |