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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) | $ 4.2777 (1) | 01/25/2005 | M | 31,500 (1) | 10/13/2003(6) | 10/12/2010 | Common Stock | 47,250 (1) | $ 4.2777 (1) | 15,750 | D | ||||
| Employee Stock Option (Right to Buy) | $ 5.037 (2) | 01/25/2005 | M | 10,125 (2) | 03/23/2002(7) | 03/22/2009 | Common Stock | 10,125 (2) | $ 5.037 (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 7.3333 (3) | 01/25/2005 | M | 11,251 (3) | 09/18/2004(8) | 09/17/2011 | Common Stock | 33,749 (3) | $ 7.3333 (3) | 22,498 | D | ||||
| Employee Stock Option (Right to Buy) | $ 16.5533 (4) | 01/25/2005 | J(4) | 15,000 (4) | 05/01/2006(9) | 05/31/2013 | Common Stock | 15,000 (4) | $ 16.5533 (4) | 15,000 | D | ||||
| Employee Stock Option (Right to Buy) | $ 12.6667 (5) | 01/25/2005 | J(5) | 18,750 (5) | 06/05/2005(10) | 06/04/2012 | Common Stock | 18,750 (5) | $ 12.6667 (5) | 18,750 | D | ||||
| Employee Stock Option (Right to Buy) | $ 18.86 | 01/31/2005(13) | M | 3,000 | 12/31/2004(11) | 07/26/2014 | Common Stock | 15,000 | $ 18.86 | 12,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KOHL TIMOTHY M 5601 WEST BUCKEYE ROAD PHOENIX, AZ 85043 |
X | President | ||
| /s/ Timothy M. Kohl | 01/31/2005 | |
| **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) | This option was previously reported as covering 31,500 shares at an exercise price of $6.3888 per share. The option's exercise price should have been reported as $6.4166 per share. The option was also adjusted to reflect the 3-for-2 stock split on July 12, 2004. |
| (2) | This option was previously reported as covering 6,750 shares at an exercise price of $7.55 per share. The option's exercise price should have been reported as $7.5555 per share. The option was also adjusted to reflect the 3-for-2 stock split on July 12, 2004. |
| (3) | This option was previously reported as covering 22,500 shares at an exercise price of $11.00 per share. The option was adjusted to reflect the 3-for-2 stock split on July 12, 2004. |
| (4) | This option was previously reported as covering 10,000 shares at an exercise price of $24.83 per share. The option was adjusted to reflect the 3-for-2 stock split on July 12, 2004. The reporting on this Form 4 is to reflect the adjusted number of shares and exercise price; no new options were granted. |
| (5) | This option was previously reported as covering 12,500 shares at an exercise price of $19.00 per share. The option was adjusted to reflect the 3-for-2 stock split on July 12, 2004. The reporting on this Form 4 is to reflect the adjusted number of shares and exercise price; no new options were granted. |
| (6) | This option is subject to a vesting schedule. 15,750 shares vested on October 13, 2003; 15,750 shares vested on October 13, 2004; the remaining shares vest on October 13, 2005. |
| (7) | This option is subject to a vesting schedule. 3,375 shares vested March 23, 2002; 3,375 shares vested March 23, 2003; and the remaining shares vested on March 23, 2004. |
| (8) | This option is subject to a vesting schedule. 11,251 shares vested September 18, 2004; 11,248 shares will vest September 18, 2005; and the remaining shares will vest September 18, 2006. |
| (9) | This option is subject to a vesting schedule. The shares vest in three equal annual installments on May 1, 2006, 2007, and 2008. |
| (10) | This option is subject to a vesting schedule. 6,251 shares will vest June 5, 2005; 6,249 shares will vest June 5, 2006; the remaining shares will vest June 5, 2007. |
| (11) | This option is subject to a vesting schedule. 20% of the options vested December 31, 2004; and 5% of the optioins will become vested and exercisable each calendar quarter thereafter until all options are vested and exercisable as of December 31, 2008. |
| (12) | Shares reflect the 3-for-2 stock split on July 12, 2004. |
| (13) | The reporting person is amending the Form 4 originally filed for the purpose of refelecting a different transaction date applicable to the option exercised for 3,000 shares at $18,86 per share. |