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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HIBERNIA CORP [ HIB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/19/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/21/2005 | M | 23,500 | A | $13.4375 | 49,533.3228 | D | |||
Common Stock | 07/21/2005 | M | 30,000 | A | $13.47 | 79,533.3228 | D | |||
Common Stock | 07/21/2005 | S | 4,000 | D | $33.96 | 75,533.3228 | D | |||
Common Stock | 07/21/2005 | S | 200 | D | $33.97 | 75,333.3228 | D | |||
Common Stock | 07/21/2005 | S | 10,700 | D | $34.06 | 64,633.3228 | D | |||
Common Stock | 07/21/2005 | S | 300 | D | $34.07 | 64,333.3228 | D | |||
Common Stock | 07/21/2005 | S | 8,800 | D | $34.08 | 55,533.3228 | D | |||
Common Stock | 07/21/2005 | S | 6,000 | D | $34.09 | 49,533.3228 | D | |||
Common Stock | 07/21/2005 | S | 17,500 | D | $34.18 | 32,033.3228 | D | |||
Common Stock | 07/21/2005 | S | 6,000 | D | $34.2 | 26,033.3228 | D | |||
Common Stock | 07/22/2005 | M | 25,000 | A | $16.0938 | 51,033.3228 | D | |||
Common Stock | 07/22/2005 | S | 1,800 | D | $34.23 | 49,233.3228 | D | |||
Common Stock | 07/22/2005 | S | 800 | D | $34.24 | 48,433.3228 | D | |||
Common Stock | 07/22/2005 | S | 500 | D | $34.25 | 47,933.3228 | D | |||
Common Stock | 07/22/2005 | S | 400 | D | $34.27 | 47,533.3228 | D | |||
Common Stock | 07/22/2005 | S | 600 | D | $34.28 | 46,933.3228 | D | |||
Common Stock | 07/22/2005 | S | 1,600 | D | $34.3 | 45,333.3228 | D | |||
Common Stock | 07/22/2005 | S | 6,600 | D | $34.31 | 38,733.3228 | D | |||
Common Stock | 07/22/2005 | S | 4,200 | D | $34.32 | 34,533.3228 | D | |||
Common Stock | 07/22/2005 | S | 2,900 | D | $34.33 | 31,633.3228 | D | |||
Common Stock | 07/22/2005 | S | 3,900 | D | $34.34 | 27,733.3228 | D | |||
Common Stock | 07/22/2005 | S | 1,000 | D | $34.35 | 26,733.3228 | D | |||
Common Stock | 07/22/2005 | S | 700 | D | $34.36 | 26,033.3228 | D | |||
Common Stock | 07/19/2005 | J(1) | 37.9238 | A | $0 | 7,422.4389 | I | by Ret Security Plan(2) | ||
Common Stock | 3,561.3458 | I | by ESOP(3) | |||||||
Common Stock | 338 | I | by Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 (right to buy) | $13.4375 | 07/21/2005 | M | 23,500 | (4) | 01/27/2007 | Common Stock | 23,500 | $13.4375 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $13.47 | 07/21/2005 | M | 30,000 | (5) | 01/23/2011 | Common Stock | 30,000 | $13.47 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $16.0938 | 07/22/2005 | M | 25,000 | (6) | 01/26/2009 | Common Stock | 25,000 | $16.0938 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $17.955 | (7) | 01/28/2012 | Common Stock | 25,000 | 25,000 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $18.2813 | (8) | 01/27/2008 | Common Stock | 25,000 | 25,000 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $18.525 | (9) | 01/27/2013 | Common Stock | 25,000 | 25,000 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $23.23 | (10) | 01/26/2014 | Common Stock | 25,000 | 25,000 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $26.35 | (11) | 01/24/2015 | Common Stock | 25,000 | 25,000 | D | ||||||||
Phantom Stock | (12) | (13) | (13) | Common Stock | 586.3662 | 586.3662 | D |
Explanation of Responses: |
1. Exempt acquisition under tax conditioned plan. |
2. Represents number of shares beneficially owned as of July 19, 2005, based on information from the plan record keeper. |
3. Represents number of shares beneficially owned as of December 31, 2004, based on information from the plan record keeper. |
4. This option becomes exercisable as to 11,750 shares on January 27, 1999, an additional 5,875 shares on January 27, 2000 and the remaining 5,875 shares on January 27, 2001, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares. |
5. This option becomes exercisable as to 15,000 shares on January 23, 2003, an additional 7,500 shares on January 23, 2004 and the remaining 7,500 shares on January 23, 2005, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares. |
6. This option becomes exercisable as to 12,500 shares on January 26, 2001, an additional 6,250 shares on January 26, 2002 and the remaining 6,250 shares on January 26, 2003, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares. |
7. This option becomes exercisable as to 12,500 shares on January 28, 2004, an additional 6,250 shares on January 28, 2005 and the remaining 6,250 shares on January 28, 2006, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares. |
8. This option becomes exercisable as to 12,500 shares on January 27, 2000, an additional 6,250 shares on January 27, 2001 and the remaining 6,250 shares on January 27, 2002, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares. |
9. This option becomes exercisable as to 12,500 shares on January 27, 2005, an additional 6,250 shares on January 27, 2006, and the remaining 6,250 shares on January 27, 2007, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares. |
10. This option becomes exercisable as to 12,500 shares on January 26, 2006, an additional 6,250 shares on January 26, 2007 and the remaining 6,250 shares on January 26, 2008, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares. |
11. This option becomes exercisable as to 12,500 shares on January 24, 2007, an additional 6,250 shares on January 24, 2008, and the remaining 6,250 shares on January 24, 2009, except that, in the event of a change of control of Hibernia Corporation, the option will be exercisable immediately as to all shares. |
12. 1 for 1 |
13. The units (which were allocated under a nonqualified deferred compensation plan) are to be settled in cash pursuant to the reporting person's payment election. Units are generally payable after termination of employment in the form of a single sum payment or installments over a period of not more than 20 years. |
By: /s/ Cathy E. Chessin For: Russell S. Hoadley | 07/25/2005 | |
** 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. |