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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 | ||||||||
| Stock Option (Right to Buy) | $ 55.59 | 01/01/2009 | D | 1,187,200 | (4) | 01/28/2018 | Common Stock | 1,187,200 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 59.85 | 01/01/2009 | D | 58,809 | (5) | 01/26/2014 | Common Stock | 58,809 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 36.07 | 01/01/2009 | D | 50,392 | (6) | 01/27/2013 | Common Stock | 50,392 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 53.75 | 01/01/2009 | D | 112,848 | (7) | 01/28/2012 | Common Stock | 112,848 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 77.56 | 01/01/2009 | D | 32,748 | (8) | 01/23/2011 | Common Stock | 32,748 | (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FLEMING GREGORY J C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER NEW YORK, NY 10080 |
President | |||
| Gregory J. Fleming (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) | The reporting person received 121,358 restricted shares under a performance-based plan established by the issuer in 2006 tied to a return on equity. Pursuant to the plan, these shares were converted at a ratio of 2.5 to 1 immediately prior to the merger between the issuer and a subsidiary of Bank of America Corporation ("BAC"). |
| (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) | Disposed of pursuant to merger agreement between issuer and BAC in exchange for 0.8595 of a common 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. These transactions are exempt under Rule 16b-3. |
| (4) | These options, which provided for 100% vesting upon the completion of the merger between the issuer and a subsidiary of BAC, were assumed by BAC in the merger and replaced with options to purchase 1,020,397 shares of BAC common stock with an exercise price of $64.69 per share. |
| (5) | These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 50,546 shares of BAC common stock with an exercise price of $69.64 per share. |
| (6) | These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 43,311 shares of BAC common stock with an exercise price of $41.97 per share. |
| (7) | These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 96,992 shares of BAC common stock with an exercise price of $62.54 per share. |
| (8) | These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 28,146 shares of BAC common stock with an exercise price of $90.25 per share. |
| Remarks: All reported positions have been rounded down to the nearest whole number. | |