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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 | ||||||||
| Stock Option (right to buy) | $ 13.9 | 12/20/2006 | D | 4,000 | 05/24/2003(4) | 05/24/2009 | Common Stock | 4,000 | $ 35.61 | 0 | D | ||||
| Stock Option (right to buy) | $ 17.44 | 12/20/2006 | D | 3,000 | 05/05/2000(5) | 05/05/2009 | Common Stock | 3,000 | $ 32.07 | 0 | D | ||||
| Stock Option (right to buy) | $ 18.06 | 12/20/2006 | D | 4,370 | 02/18/2000(6) | 02/18/2009 | Common Stock | 4,370 | $ 31.45 | 0 | D | ||||
| Stock Option (right to buy) | $ 17.5 | 12/20/2006 | D | 6,984 | 11/24/1998(7) | 11/24/2007 | Common Stock | 6,984 | $ 32.01 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GAFFNER ARLIN E 2001 ROSS AVENUE SUITE 3400 DALLAS, TX 75201 |
Chief Accounting Officer | |||
| /s/ Arlin E. Gaffner | 12/20/2006 | |
| **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 shares were disposed of upon the merger of A-2 Acquisition Corp. with and into the Issuer (the "Merger") pursuant to an agreeement and plan of merger by and among the Issuer, CB Richard Ellis Group, Inc., and A-2 Acquisition Corp. (the "Merger Agreement") and the reporting person became entitled to receive $49.51 per share for 19,736 shares, which includes 79 shares acquired under the Issuer's Employee Stock Purchase Plan. Of the shares disposed of upon the Merger, 9,640 shares were shares of restricted stock. See Footnote 2 for a description of the treatment of restricted stock in the Merger. |
| (2) | All shares of restricted stock were converted into the right to receive $49.51 in cash, subject to the same terms and conditions (including vesting conditions) as were in effect with respect to the shares of restricted stock. The reporting person's 9,640 shares of restricted stock are subject to vesting as follows: (a) 1,200 shares on 3/5/2007, (b) 800 shares on 5/19/2007, (c) 1,200 shares on 3/5/2008, (d) 1,316 shares vesting on 5/17/2008, (e) 800 shares on 5/19/2008, (f) 1,316 shares on 5/17/2009, (g) 2,208 shares on 5/18/2009, and (h) 800 shares on 5/19/2009. As soon as possible following applicable vesting, the reporting person will receive $49.51 per share of restricted stock, less any applicable withholding taxes. |
| (3) | The shares were disposed of upon the Merger. |
| (4) | The options vested in four equal annual installments with the first installment vesting on 5/24/2003. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($13.90 in this instance), resulting in the right to receive consideration of $35.61 per option, less any applicable withholding taxes. |
| (5) | The options vested in four equal annual installments with the first installment vesting on 5/5/2000. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($17.44 in this instance), resulting in the right to receive consideration of $32.07 per option, less any applicable withholding taxes. |
| (6) | The options vested in three equal annual installments with the first installment vesting on 2/18/2000. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($18.06 in this instance), resulting in the right to receive consideration of $31.45 per option, less any applicable withholding taxes. |
| (7) | The options vested in three equal annual installments with the first installment vesting on 11/24/1998. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($17.50 in this instance), resulting in the right to receive consideration of $32.01 per option, less any applicable withholding taxes. |