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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 | ||||||||
Restricted Stock Units | (2) | 08/22/2008 | M | 33,250 | (3) | (3) | Common Stock | 33,250 | (4) | 0 | D | ||||
Stock Option (right to buy) | $ 59 | 08/22/2008 | M(7) | 135,500 | (6) | 11/17/2014 | Common Stock | 135,500 | (4) | 0 | D | ||||
Stock Option (right to buy) | $ 118.97 | 08/22/2008 | M(9) | 40,500 | (8) | 01/09/2016 | Common Stock | 40,500 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCHAEFFER RICHARD ONE NORTH END AVENUE WORLD FINANCIAL CENTER NEW YORK, NY 10282 |
X |
/s/Richard Schaeffer | 08/27/2008 | |
**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) | Pursuant to the merger agreement by and among CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc. (the "Merger Agreement"), each share of NYMEX Holdings common stock was converted into the right to receive either (a) $81.16 in cash or (b) 0.2378 of CME Group Inc. Class A common stock, subject to proration to preserve the mandatory aggregate cash consideration amount of approximately $3.4 billion, after taking into account all of the elections made by all of the NYMEX Holdings stockholders. |
(2) | Each restricted stock unit represents a contingent right to receive one share of NYMEX Holdings, Inc. common stock. |
(3) | The accelerated vesting of the restricted stock units is due to the consummation of the transaction between CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc. |
(4) | Not applicable. |
(5) | Disposed of pursuant to Merger Agreement at an exchange ratio of 0.2378 shares of CME Group Inc. Class A common stock for each share of NYMEX Holdings, Inc. common stock. |
(6) | The option vests in four equal annual installments beginning on November 17, 2007, subject to additional terms contained in the grant and, if applicable, other contracts. |
(7) | Converted into options to purchase 32,103 shares of CME Group Class A common stock at an exercise price of $248.11 per share. |
(8) | The option vests in four equal annual installments beginning on January 9, 2009, subject to additional terms contained in the grant and, if applicable, other contracts. |
(9) | Converted into options to purchase 9,630 shares of CME Group Class A common stock at an exercise price of $500.30 per share. |
(10) | Mr. Schaeffer surrendered shares to the Company in order to fulfill tax withholding obligations upon the vesting of restricted stock on August 22, 2008. |