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
TELEWEST GLOBAL INC [ TLWT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2006 | ||||||||||||||||||||||||||
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 | 03/03/2006 | A | 32,275(1) | A | (2) | 32,275 | D |
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 | ||||||||
Stock Options (Right to Buy) | $3.6 | 03/03/2006 | A | 12,000 | (3) | 04/10/2013 | Common Stock | 12,000 | (2) | 12,000 | D | ||||
Stock Options (Right to Buy) | $6 | 03/03/2006 | A | 12,000 | (4) | 04/10/2013 | Common Stock | 12,000 | (2) | 12,000 | D | ||||
Stock Options (Right to Buy) | $23.33 | 03/03/2006 | A | 16,250 | (5) | 03/14/2014 | Common Stock | 16,250 | (2) | 16,250 | D | ||||
Stock Options (Right to Buy) | $25.54 | 03/03/2006 | A | 16,612 | (6) | 04/27/2015 | Common Stock | 16,612 | (2) | 16,612 | D |
Explanation of Responses: |
1. This shareholding consists of 9,250 shares of common stock, 17,250 shares of restricted stock and 5,775 restricted stock units. The restricted stock vests in equal installments of 5,750 shares on each of May 6, 2006, May 6, 2007 and May 6, 2008. The qualifying period with respect to the restricted stock units ends on December 31, 2007. The issue date for the restricted stock units is April 30, 2008. |
2. Shares of, and other equity awards with respect to, Issuer common stock were acquired pursuant to the merger of NTL Holdings, Inc. (formerly named NTL Incorporated) with a subsidiary of NTL Incorporated (formerly named Telewest Global, Inc.). |
3. 3,000 shares are currently exercisable and 3,000 shares vest on each of April 11, 2006, 2007 and 2008. |
4. 3,000 shares are currently exercisable and 3,000 shares vest on each of April 11, 2006, 2007 and 2008. |
5. 6,500 shares are currently exercisable and 3,250 shares vest on each of March 15, 2006, 2007 and 2008. |
6. 3,322 shares are currently exercisable, 3,322 shares vest on each of January 1, 2007 and 2008 and 3,323 shares vest on each of January 1, 2009 and 2010. |
Remarks: |
On March 3, 2006, in connection with the consummation of the merger of NTL Incorporated with and into a subsidiary of the Issuer pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of December 14, 2005, the name of the Issuer was changed to NTL Incorporated. |
/s/ Robert Gale | 03/03/2006 | |
** 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. |