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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 | ||||||||
Employee Stock Option (right to buy) | $ 2.7 | 09/15/2005 | M | 370 | (2) | 11/10/2007 | Common Stock | 370 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 9 | 09/15/2005 | M | 2,900 | (3) | 07/15/2009 | Common Stock | 2,900 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 4.82 | 09/15/2005 | M | 4,000 | (4) | 02/15/2010 | Common Stock | 4,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 16.19 | 09/15/2005 | M | 3,200 | (5) | 05/11/2011 | Common Stock | 3,200 | $ 0 | 800 | D | ||||
Employee Stock Option (right to buy) | $ 10.4 | 09/15/2005 | M | 3,000 | (6) | 11/01/2012 | Common Stock | 3,000 | $ 0 | 4,500 | D | ||||
Employee Stock Option (right to buy) | $ 16.19 | 09/15/2005 | D | 800 | (7) | 05/11/2011 | Common Stock | 800 | $ 7.52 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 10.4 | 09/15/2005 | D | 4,500 | (8) | 11/01/2012 | Common Stock | 4,500 | $ 13.31 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Palumbo Dean J C/O THE KEITH COMPANIES, INC. 19 TECHNOLOGY DRIVE IRVINE, CA 92618 |
Pres./Energy & Industrial |
/s/ Dean Palumbo | 09/19/2005 | |
**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) | Disposed of pursuant to merger agreement between issuer and Stantec, Inc., in exchange for cash and shares of Stantec, Inc. common stock equal to $23.71 per share as of the effective date of the merger of which 6,171 are restricted. |
(2) | This option vests in five equal installments beginning on November 10, 1998. |
(3) | This option vests in five equal installments beginning on July 15, 2000. |
(4) | This option vests in five equal installments beginning on February 15, 2001. |
(5) | This option vests in five equal installments beginning on May 11, 2002. |
(6) | This option vests in five equal installments beginning on November 1, 2003. |
(7) | This option which vests in five equal annual installments beginning on May 11, 2002, was canceled in the merger in exchange for a cash payment of $6,016, representing the difference between the per share merger consideratio ($23.71) and the exercise price of the option. |
(8) | This option which vests in five equal annual installments beginning on November 1, 2003, was canceled in the merger in exchange for a cash payment of $59,895, representing the difference between the per share merger consideration ($23.71) and the exercise price of the option. |