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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 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 | ||||||||
| ML Stock Units (5) | (6) | 01/01/2009 | D | 1,509 (2) | (5) | (5) | Common Stock | 1,509 | $ 12.22 (7) | 17,650 | D | ||||
| ML Stock Units (5) | (6) | 01/01/2009 | D | 17,650 (2) | (5) | (5) | Common Stock | 17,650 | $ 0 (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PETERS AULANA L C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080 |
X | |||
| Aulana L. Peters (By Pia K. Thompson, as agent) | 01/05/2009 | |
| **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) | Disposed of pursuant to merger agreement between issuer and Bank of America Corporation ("BAC") in exchange for 0.8595 of a share of BAC for each share of issuer common stock, as set forth in the merger agreement. The closing price of BAC common stock on December 31, 2008 was 14.08. This transaction is exempt under Rule 16b-3. |
| (2) | This total reflects the acquisition of shares of issuer common stock as a result of contributions, allocations or dividend reinvestments through issuer plans which are exempt from the reporting requirements under the provisions of Rule 16a-3 and/or 16a-11. |
| (3) | These Deferred Stock Units (the "DSUs"), which were granted to the reporting person pursuant to the terms of the Merrill Lynch & Co., Inc. Deferred Stock Unit And Stock Option Plan for Non-Employee Directors, as amended, and the Merrill Lynch & Co., Inc. Deferred Stock Unit Plan for Non-Employee Directors (together, the "Plans"), were disposed of pursuant to the terms of the Plans which require that, upon a change in control, the DSUs must be liquidated for a cash amount determined pursuant to a formula set forth in the relevant Plan. This transaction is exempt under Rule 16b-3. |
| (4) | Each share of issuer 8.625% Non-Cumulative Preferred Stock, Series 8, was disposed of pursuant to merger agreement between issuer and BAC in exchange for 1.0 share of BAC 8.625% Non-Cumulative Preferred Stock, Series 8, as set forth in the merger agreement. This transaction is exempt under Rule 16b-3. |
| (5) | The reporting person participated in the Merrill Lynch & Co., Inc. Fee Deferral Plan for Non-Employee Directors (the "Fee Deferral Plan"), under which these ML Stock Units were credited. The value of each unit was equal to the value of one share of issuer's common stock. ML Stock Units are payable in cash at the end of the deferral period as provided for in the Fee Deferral Plan. |
| (6) | 1 for 1 |
| (7) | Pursuant to the reporting person's elections under the Fee Deferral Plan, 1,509 ML Stock Units were liquidated for a cash amount determined pursuant to a formula set forth in the Fee Deferral Plan upon the reporting person's retirement as a director, which was effective at the time of the merger between issuer and BAC. This transaction is exempt under Rule 16b-3. |
| (8) | These ML Stock Units were converted to stock units that track the value of BAC common stock, based on the merger conversion ratio of 0.8595. The closing price of BAC common stock on December 31, 2008 was $14.08. This transaction is exempt under Rule 16b-3. |
| Remarks: All reported positions have been rounded down to the nearest whole number. | |