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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 | ||||||||
Restricted Stock Units | $ 81.47 | 04/01/2004 | A(5) | 45,416 | (5) | 04/01/2007(5) | Common Stock | 45,416 | $ 81.47 | 45,416 | D | ||||
Option, Right to Buy | $ 37.26 | 04/01/2004 | A(6) | 66,636 | (7) | 11/29/2005 | Common Stock | 66,636 | $ 37.26 | 66,636 | D | ||||
Option, Right to Buy | $ 41.6 | 04/01/2004 | A(6) | 66,636 | (7) | 10/15/2006 | Common Stock | 66,636 | $ 41.6 | 66,636 | D | ||||
Option, Right to Buy | $ 59.27 | 04/01/2004 | A(6) | 49,977 | (7) | 10/14/2007 | Common Stock | 49,977 | $ 59.27 | 49,977 | D | ||||
Option, Right to Buy | $ 70.34 | 04/01/2004 | A(6) | 88,848 | (7) | 10/20/2008 | Common Stock | 88,848 | $ 70.34 | 88,848 | D | ||||
Option, Right to Buy | $ 66.68 | 04/01/2004 | A(6) | 97,178 | (7) | 10/18/2009 | Common Stock | 97,178 | $ 66.68 | 97,178 | D | ||||
Option, Right to Buy | $ 62.58 | 04/01/2004 | A(6) | 111,060 | (7) | 10/16/2010 | Common Stock | 111,060 | $ 62.58 | 111,060 | D | ||||
Option, Right to Buy | $ 59.36 | 04/01/2004 | A(6) | 111,060 | (7) | 10/15/2011 | Common Stock | 111,060 | $ 59.36 | 111,060 | D | ||||
Option, Right to Buy | $ 38.27 | 04/01/2004 | A(6) | 111,060 | (7) | 10/14/2012 | Common Stock | 111,060 | $ 38.27 | 111,060 | D | ||||
Performance Restricted Stock Units | (8) | 04/01/2004 | A(8) | 69,413 | (9) | (9) | Common Stock | 69,413 | (10) | 69,413 | D | ||||
Performance Restricted Stock Units | (8) | 04/01/2004 | M | 69,413 | (9) | (9) | Common Stock | 69,413 | $ 81.47 | 0 | D | ||||
Restricted Stock Units | (10) | 04/01/2004 | A(10) | 64,168 | (11) | (11) | Common Stock | 64,168 | (8) | 64,168 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SARLES H JAY BANK OF AMERICA CORPORATION 100 FEDERAL STREET BOSTON, MA 02110 |
Vice Chm and Spl Advsr to CEO |
H. Jay Sarles/Roger C. McClary POA | 04/02/2004 | |
**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) | Received in exchange for common stock of FleetBoston Financial at an exchange ratio of .5553 of a share of Bank of America common stock for each share of FleetBoston Financial common stock in connection with the merger of FleetBoston Financial into Bank of America on April 1, 2004. The closing price of FleetBoston Financial common stock on the last day prior to the effective time of the merger was $44.90 per share. |
(2) | Includes 5,209 shares of restricted stock which vested on the effective date of the merger. |
(3) | Disposition of shares to the issuer to satisfy the withholding obligation associated with the vesting of 69,413 restricted shares which is exempt under Rule 16b-3(e). |
(4) | Disposition of shares to the issuer to satisfy the withholding obligation associated with the vesting of 5,209 restricted shares which is exempt under Rule 16b-3(e). |
(5) | These restricted stock units, which are exempt under Rule 16b-3(d), vest on the third anniversary of the grant date. |
(6) | Received in exchange for options to acquire FleetBoston Financial (FleetBoston) at an exchange ratio of .5553 of a share of Bank of America common stock for each share of FleetBoston common stock subject to such option in connection withthe merger of Fleetboston into Bank of America on April 1, 2004. The exercise price per share of Bank of America stock issuable upon exercise of these options is equal to the exercise price per share of FleetBoston common stock at which such FleetBoston option was exercisable immediately prior to the effective time of the merger divided by .5553. The closing price of FleetBoston common stock on the last day prior to the effective time of the merger was $44.90 per share. |
(7) | This option fully vested on the effective date of the merger of FleetBoston Financial into Bank of America Corporation. |
(8) | Received in exchange for FleetBoston Financial performance based restricted stock units at the rate of .5553 Bank of America units for each FleetBoston unit in connection with the merger of FleetBoston into Bank of America Corporation on April 1, 2004. The closing price of FleetBoston common stock on the last day prior to the effective time of the merger was $44.90 per share. |
(9) | These performance restricted stock units fully vested on the effective date of the merger. |
(10) | Received in exchange for FleetBoston Financial restricted stock units at the rate of .5553 Bank of America restricted stock units for each FleetBoston unit held prior to the merger of FleetBoston into Bank of America Corporation on April 1, 2004. The closing price of FleetBoston common stock on the last day prior to the effective time of the merger was $44.90 per share. |
(11) | These restricted stock units vest in three equal installments commencing February 17, 2005. |