SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MCANDREWS BRIAN P

(Last) (First) (Middle)
821 SECOND AVE, SUITE 1800

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AQUANTIVE INC [ AQNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/10/2007 D(1) 122,979(2) D $66.5 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option $1.2667 08/10/2007 D(1) 108,000 09/15/2000 09/15/2009 Common Stock 108,000 $0 0 D
Non-Qualified Stock Option $1.2667 08/10/2007 D(1) 400,704 09/15/2000 09/15/2009 Common Stock 400,704 $0 0 I LKM Investments LLC
Non-Qualified Stock Option $8 08/10/2007 D(1) 27,000 02/22/2001 02/22/2010 Common Stock 27,000 $0 0 I LKM Investments
Non-Qualified Stock Option $24 08/10/2007 D(1) 264,000 09/13/2000 02/28/2010 Common Stock 264,000 $0 0 I LKM Investments LLC
Non-Qualified Stock Option $9.75 08/10/2007 D(1) 66,000 07/28/2001 07/28/2010 Common Stock 66,000 $0 0 I LKM Investments LLC
Non-Qualified Stock Option $1.25 08/10/2007 D(1) 200,000 01/01/2002 02/22/2011 Common Stock 200,000 $0 0 I LKM Investments LLC
Non-Qualified Stock Option $1.14 08/10/2007 D(1) 18,000 02/22/2001 05/30/2011 Common Stock 18,000 $0 0 I LKM Investments LLC
Non-Qualified Stock Option $1.14 08/10/2007 D(1) 264,000 09/13/2000 05/30/2011 Common Stock 264,000 $0 0 I LKM Investments LLC
Non-Qualified Stock Option $1.49 08/10/2007 D(1) 300,000 12/19/2002 12/19/2011 Common Stock 300,000 $0 0 I LKM Investments LLC
Non-Qualified Stock Option $2.72 08/10/2007 D(1) 150,000 01/01/2004 01/29/2013 Common Stock 150,000 $0 0 I LKM Investments LLC
Non-Qualified Stock Option $8.34 08/10/2007 D(1) 26,667 03/22/2004 03/22/2014 Common Stock 26,667 $0 0 D
Non-Qualified Stock Option $8.34 08/10/2007 D(1) 73,333 03/22/2004 03/22/2014 Common Stock 73,333 $0 0 I LKM Investments LLC
Non-Qualified Stock Option $10.77 08/10/2007 D(1) 437,500 03/18/2006 03/18/2015 Common Stock 437,500 $0 0 D
Non-Qualified Stock Option $10.77 08/10/2007 D(1) 62,500 03/18/2006 03/18/2015 Common Stock 62,500 $0 0 I LKM Investments LLC
Non-Qualified Stock Option $25.24 08/10/2007 D(1) 74,673 03/18/2006 01/02/2016 Common Stock 74,673 $0 0 D
Non-Qualified Stock Option $25.24 08/10/2007 D(1) 10,668 03/18/2006 01/02/2016 Common Stock 10,668 $0 0 I LKM Investments LLC
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan Merger among issuer, Microsoft Corporation, and Arrow Acquisition Company in exchange for cash - for common stock at a price per share of $66.50 and for options for the difference between $66.50 and the option exercise price.
2. Balance adjusted to reflect exempt and non-reportable acquisition of shares through aQuantive's Section 423 Employee Stock Purchase Plan.
Remarks:
Linda A. Schoemaker, Attorney-in-Fact for Brian P. McAndrews 08/14/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.