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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 | ||||||||
| Incentive Stock Option (right to buy) | $ 23.91 | 12/15/2005 | A | 4,182 | (2) | 12/15/2015 | Common Stock | 4,182 | $ 0 | 4,182 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 23.91 | 12/15/2005 | A | 120,818 | (2) | 12/15/2015 | Common Stock | 120,818 | $ 0 | 120,818 | D | ||||
| Restricted Stock Unit (12-04) | (3) | 12/16/2005 | M | 12,500 | (3) | (3) | Common Stock | 12,500 | $ 0 | 37,500 | D | ||||
| Restricted Stock Unit (12-05) | (4) | 12/15/2005 | A | 62,500 | (4) | (4) | Common Stock | 62,500 | $ 0 | 62,500 (5) | D | ||||
| Incentive Stock Option (right to buy) | $ 15.82 | (6) | 11/27/2012 | Common Stock | 6,321 | 6,321 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 18.76 | (7) | 12/16/2014 | Common Stock | 16,357 | 16,357 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 30.59 | (8) | 11/01/2011 | Common Stock | 3,269 | 3,269 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 42.875 | (9) | 11/02/2008 | Common Stock | 2,332 | 2,332 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 61.25 | (10) | 11/04/2007 | Common Stock | 4,897 | 4,897 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 83.7816 | (11) | 11/01/2009 | Common Stock | 1,193 | 1,193 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 155.3125 | (12) | 11/01/2010 | Common Stock | 644 | 644 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 15.82 | (6) | 11/27/2012 | Common Stock | 89,964 | 89,964 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 17.43 | (13) | 08/29/2013 | Common Stock | 171,428 | 171,428 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 18.76 | (7) | 12/16/2014 | Common Stock | 126,499 | 126,499 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 30.59 | (8) | 11/01/2011 | Common Stock | 48,564 | 48,564 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 42.875 | (9) | 11/02/2008 | Common Stock | 19,096 | 19,096 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 53.76 | (14) | 05/31/2011 | Common Stock | 21,428 | 21,428 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 57.9691 | (15) | 10/31/2007 | Common Stock | 4,308 | 4,308 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 61.25 | (10) | 11/04/2007 | Common Stock | 18,245 | 18,245 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 64.3125 | (16) | 11/18/2006 | Common Stock | 5,909 | 5,909 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 83.4575 | (17) | 10/29/2009 | Common Stock | 5,060 | 5,060 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 83.7816 | (11) | 11/01/2009 | Common Stock | 20,235 | 20,235 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 149.625 | (18) | 10/31/2010 | Common Stock | 5,686 | 5,686 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 155.3125 | (12) | 11/01/2010 | Common Stock | 17,927 | 17,927 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SWITZ ROBERT E 13625 TECHNOLOGY DRIVE MINNEAPOLIS, MN 55344 |
PRES & CEO | |||
| Robert E. Switz | 12/19/2005 | |
| **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 also indirectly beneficially owns 7,588 shares of ADC Telecommunications, Inc. common stock through the ADC Telecommunications, Inc. Retirement Savings Plan (401k). The information herein is based on a plan statement dated as of 9/30/05. |
| (2) | Grant date 12/15/05; options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. In the aggregate, options will vest one-quarter per year beginning December 15, 2006. |
| (3) | Represents vesting of one-quarter of a grant of Phantom Stock Units issued on 12/16/04 under the ADC Telecommunications, Inc. Global Stock Incentive Plan (the "Plan"). The units are subject to forfeiture and will vest one-third per year beginning December 16, 2006. The units of phantom stock will be settled, one-for-one, in shares of common stock upon vesting. This grant was previouly reported as covering 350,000 shares, but was adjusted to reflect the reverse stock split on May 10, 2005. |
| (4) | Phantom Stock Units issued under the ADC Telecommunications, Inc. Global Stock Incentive Plan. Generally, full vesting of these units occurs upon the attainment of certain performance goals by the Company at the end of a three-year measurement period. If the Company does not meet the specified performance goals, the award is forfeited. The units of phantom stock will be settled, one-for-one, in shares of common stock upon vesting. |
| (5) | The reporting person also indirectly owns 3,578 phantom stock units which were accrued under the registrant's 401(k) Excess Plan and are to be settled in cash upon reporting person's retirement; conversion rate = One-for-One. The information herein is based on a statement dated as of 9/30/05. On 5/10/2005, the registrant undertook a reverse 1-for-7 split of its common stock. The reporting person's holdings through the ADC 401k Excess Plan had previously been reported as 25,045 phantom stock units, but have been adjusted to reflect the split. |
| (6) | Grant date 11/27/02; options are 100% exercisable. Options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. These options were previously reported as covering a total of 674,000 shares at an exercise price of $2.26 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (7) | Grant date 12/16/04; options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. In the aggregate, options will vest one-quarter per year beginning December 16, 2005. These options were previously reported as covering a total of 1,000,000 shares at an exercise price of $2.68 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (8) | Grant date 11/1/01; options are 100% exercisable. Options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. These options were previously reported as covering a total of 362,840 shares at an exercise price of $4.37 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (9) | Grant date 11/2/98; options are 100% exercisable. Options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. These options were previously reported as covering a total of 150,000 shares at an exercise price of $6.125 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (10) | Grant date 11/4/97; options are 100% exercisable. Options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. These options were previously reported as covering a total of 162,000 shares at an exercise price of $8.75 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (11) | Grant date 11/1/99; options are 100% Exercisable. Options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. These options were previously reported as covering a total of 150,000 shares at an exercise price of $11.9688 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (12) | Grant date 11/1/00; options are 100% exercisable. Options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. These options were previously reported as covering a total of 130,000 shares at an exercise price of $22.1875 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (13) | Grant date 8/29/03; option will vest one-third on 8/13/04 and one-eighth of the remaining options will vest quarterly thereafter. These options were previously reported as covering a total of 1,200,000 shares at an exercise price of $2.49 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (14) | Grant date 5/31/01; options are 100% exercisable. These options were previously reported as covering a total of 150,000 shares at an exercise price of $7.68 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (15) | Grant date 10/31/97; options are 100% exercisable. These options were previously reported as covering a total of 30,160 shares at an exercise price of $8.2813 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (16) | Grant date 11/18/96; options are 100% exercisable. These options were previously reported as covering a total of 41,368 shares at an exercise price of $9.1875 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (17) | Grant date 10/29/99; options are 100% exercisable. These options were previously reported as covering a total of 35,420 shares at an exercise price of $11.9225 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| (18) | Grant date 10/31/00; options are 100% exercisable. These options were previously reported as covering a total of 39,807 shares at an exercise price of $21.3750 per share, but have been adjusted to reflect the stock split on May 10, 2005. |