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
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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*
CATMULL EDWIN

(Last) (First) (Middle)
1200 PARK AVENUE

(Street)
EMERYVILLE CA 94608

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PIXAR \CA\ [ PIXR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2006
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 05/05/2006 D 322,002 D (1) 0 D
Common Stock 05/05/2006 D 20,000 D (2) 0 I by Daughter
Common Stock 05/05/2006 D 20,000 D (3) 0 I by Son1
Common Stock 05/05/2006 D 85,598 D (4) 0 I by Trust 1
Common Stock 05/05/2006 D 50,000 D (5) 0 I by Trust 2
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 (right to buy) $13.25 05/05/2006 D 390,000 (6) 12/06/2010 Common Stock 390,000 (6) 0 D
Non-Qualified Stock Option (right to buy) $44.47 05/05/2006 D 200,000 (7) 08/15/2015 Common Stock 200,000 (7) 0 D
Performance Shares (Restricted Stock Units) $0 05/05/2006 D 400,000 (8) (8) Common Stock 400,000 (8) 0 D
Explanation of Responses:
1. Disposed of pursuant to the merger agreement between issuer and The Walt Disney Company in exchange for 740,604 shares of Disney common stock having a market value per share of $29.09 on the effective date of the merger.
2. Disposed of pursuant to the merger agreement between the issuer and The Walt Disney Company in exchange for 46,000 shares of Disney common stock having a market value per share of $29.09 on the effective date of the merger.
3. Disposed of pursuant to the merger agreement between issuer and The Walt Disney Company in exchange for 46,000 shares of Disney common stock having a market value per share of $29.09 on the effective date of the merger.
4. Disposed of pursuant to the merger agreement between issuer and The Walt Disney Company in exchange for 196,875 shares of Disney common stock having a market value per share of $29.09 on the effective date of the merger.
5. Disposed of pursuant to the merger agreement between issuer and The Walt Disney Company in exchange for 115,000 shares of Disney common stock having a market value per share of $29.09 on the effective date of the merger.
6. This option, which is 100% vested, was assumed by The Walt Disney Company in the merger, and is now an option to purchase 897,000 shares of Disney common stock for $5.7609 per share.
7. This option, which provides for vesting of 25% of the shares subject to the option upon each anniversary date of the grant of August 15, 2005, was assumed by The Walt Disney Company in the merger, and is now an option to purchase 460,000 shares of Disney common stock for $19.3348 per share.
8. These performance shares (with time based vesting), which provides for vesting of 200,000 shares on the second anniversary of the grant date, and 200,000 shares on the fourth anniversary of the grant date of April 3,2006, was assumed by The Walt Disney Company in the merger, and are now performance shares (with time based vesting) for 920,000 shares of Disney common stock.
Edwin Catmull 05/05/2006
** 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).
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