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
  
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*
GANEK JEFFREY

(Last) (First) (Middle)
46000 CENTER OAK PLAZA

(Street)
STERLING VA 20166

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEUSTAR INC [ NSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2007
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
Class A Common Stock 03/01/2007 M 86,851 A $0.067 359,551(1)(2) D
Class A Common Stock 03/01/2007 S 8,397 D $31.54 351,154 D
Class A Common Stock 03/01/2007 S 1,100 D $31.55 350,054 D
Class A Common Stock 03/01/2007 S 100 D $31.57 349,954 D
Class A Common Stock 03/01/2007 S 1,100 D $31.58 348,854 D
Class A Common Stock 03/01/2007 S 9,900 D $31.65 338,954 D
Class A Common Stock 03/01/2007 S 3,300 D $31.66 335,654 D
Class A Common Stock 03/01/2007 S 300 D $31.67 335,354 D
Class A Common Stock 03/01/2007 S 200 D $31.68 335,154 D
Class A Common Stock 03/01/2007 S 2,400 D $31.69 332,754 D
Class A Common Stock 03/01/2007 S 16,200 D $31.7 316,554 D
Class A Common Stock 03/01/2007 S 3,500 D $31.71 313,054 D
Class A Common Stock 03/01/2007 S 1,200 D $31.72 311,854 D
Class A Common Stock 03/01/2007 S 3,400 D $31.73 308,454 D
Class A Common Stock 03/01/2007 S 300 D $31.74 308,154 D
Class A Common Stock 03/01/2007 S 16,100 D $31.75 292,054 D
Class A Common Stock 03/01/2007 S 1,000 D $31.76 291,054 D
Class A Common Stock 03/01/2007 S 1,100 D $31.77 289,954 D
Class A Common Stock 03/01/2007 S 800 D $31.78 289,154 D
Class A Common Stock 03/01/2007 S 1,500 D $31.79 287,654 D
Class A Common Stock 03/01/2007 S 6,000 D $31.8 281,654 D
Class A Common Stock 03/01/2007 S 500 D $31.82 281,154 D
Class A Common Stock 03/01/2007 S 100 D $31.83 281,054 D
Class A Common Stock 03/01/2007 S 100 D $31.84 280,954 D
Class A Common Stock 03/01/2007 S 4,900 D $31.85 276,054 D
Class A Common Stock 03/01/2007 S 100 D $31.86 275,954 D
Class A Common Stock 03/01/2007 S 2,300 D $31.92 273,654 D
Class A Common Stock 03/01/2007 S 2,500 D $31.95 271,154 D
Class A Common Stock 03/01/2007 S 7,500 D $32 263,654 D
Class A Common Stock 03/01/2007 S 2,500 D $32.05 261,154 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
Employee Stock Options $0.067 03/01/2007 M 86,851 (3) 04/10/2010 Class A Common Stock 86,851 $0.00 614,462 D
Performance Share Units $0.00 03/01/2007 A 46,880 01/01/2010 (4) Class A Common Stock (5) $0.00 46,880 D
Employee Stock Options $32.59 03/01/2007 A 82,630 (6) 03/01/2014 Class A Common Stock 82,630 $0.00 82,630 D
Explanation of Responses:
1. This reported amount reflects a distribution of 11,546 and 8,354 shares of Class A Common Stock from the GRAT to the Reporting Person in October 2006 and January 2007, respectively.
2. Includes 2,800 shares that are subject to a restricted stock agreement under the NeuStar, Inc. 2005 Stock Incentive Plan, which provides that twenty-five percent of the shares vest on each of February 22, 2007, 2008, 2009 and 2010.
3. Immediately.
4. The performance share units terminate if the reporting person experiences a Termination (as defined in the NeuStar, Inc. 2005 Stock Incentive Plan) before January 1, 2010.
5. Upon vesting, the reporting person will be entitled to receive shares of Class A Common Stock, the amount of which is based on, and subject to, the achievement of certain revenue and EBITDA goals set forth in the Performance Award Agreement. The number of shares of Class A Common Stock, together with Dividend Equivalents (as defined in the NeuStar, Inc. 2005 Stock Incentive Plan) on such performance share units, that the reporting person will be entitled to receive will range from 0% to 150% of the number of shares of performance share units granted.
6. Twenty-five percent of the options vest on March 1, 2008, after which the remaining options vest in thirty-six monthly installments.
Remarks:
Form 4 Filing 1 of 2: Related transactions by the Reporting Person on March 1, 2007 are reported on an additional Form 4. ***All of the sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.***
/s/ Martin K. Lowen, by power of attorney 03/05/2007
** 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.