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
GOLDEN TELECOM INC [ GLDN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/19/2006 | ||||||||||||||||||||||||||
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 | 04/19/2006 | M | 100 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 100 | D | $31.51 | 0 | D | |||
Common Stock | 04/19/2006 | M | 100 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 100 | D | $31.48 | 0 | D | |||
Common Stock | 04/19/2006 | M | 100 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 100 | D | $31.47 | 0 | D | |||
Common Stock | 04/19/2006 | M | 100 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 100 | D | $31.44 | 0 | D | |||
Common Stock | 04/19/2006 | M | 200 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 200 | D | $31.41 | 0 | D | |||
Common Stock | 04/19/2006 | M | 100 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 100 | D | $31.4 | 0 | D | |||
Common Stock | 04/19/2006 | M | 5,953 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 5,953 | D | $31.39 | 0 | D | |||
Common Stock | 04/19/2006 | M | 400 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 400 | D | $31.38 | 0 | D | |||
Common Stock | 04/19/2006 | M | 500 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 500 | D | $31.37 | 0 | D | |||
Common Stock | 04/19/2006 | M | 200 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 200 | D | $31.36 | 0 | D | |||
Common Stock | 04/19/2006 | M | 200 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 200 | D | $31.35 | 0 | D | |||
Common Stock | 04/19/2006 | M | 500 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 500 | D | $31.34 | 0 | D | |||
Common Stock | 04/19/2006 | M | 500 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 500 | D | $31.33 | 0 | D | |||
Common Stock | 04/19/2006 | M | 700 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 700 | D | $31.32 | 0 | D | |||
Common Stock | 04/19/2006 | M | 1,000 | A | $14 | 0 | D | |||
Common Stock(1) | 04/19/2006 | S | 1,000 | D | $31.31 | 0 | 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 | ||||||||
Options to purchase Common Stock(1)(2) | $14 | 04/19/2006 | M | 10,653 | 01/21/2004 | 01/21/2007 | Common Stock | 10,653 | $0.00 | 73,497 | D |
Explanation of Responses: |
1. The transactions listed on this Form 4 were effective pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
2. Owing to ambiguities and inconsistencies in the legislation of the countries in which some of the Issuer?s employees live, the Compensation Committee of the Board of Directors decided not to issue restricted stock to the Issuer?s Russian employees, including Mr. Malis. Instead as part of the Issuer?s key employee incentive and retention policy, the Issuer established the Golden Telecom Incentive Bonus Program, whereby the Issuer issues restricted stock to a trust in numbers corresponding to the level of financial incentive the Issuer wishes to award its eligible employees. When eligible employees, including Mr. Malis, desire and are eligible to receive the economic benefits of the restricted stock, they inform the Issuer and the Issuer, in turn, advises the trustee, who sells an appropriate number for contribution to the trust. Upon request of the Issuer and the employee, the funds available in the trust may be disbursed to eligible employees in the form of incentive bonuses. |
Remarks: |
/s/ Derek A. Bloom, Attorney-In-Fact | 04/20/2006 | |
** 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. |