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
PIXAR \CA\ [ PIXR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | 05/05/2006 | D | 9,056 | D | (1) | 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 | ||||||||
Non-Qualified Stock Option (right to buy) | $15.93 | 05/05/2006 | D | 2,668 | (2) | 04/30/2011 | Common Stock | 2,668 | (2) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $19.6875 | 05/05/2006 | D | 2,700 | (3) | 04/28/2010 | Common Stock | 2,700 | (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $20.035 | 05/05/2006 | D | 2,614 | (4) | 04/29/2012 | Common Stock | 2,614 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $20.4375 | 05/05/2006 | D | 2,830 | (5) | 04/28/2009 | Common Stock | 2,830 | (5) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $21.75 | 05/05/2006 | D | 2,862 | (6) | 04/28/2008 | Common Stock | 2,862 | (6) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $28.61 | 05/05/2006 | D | 20,000 | (7) | 04/28/2013 | Common Stock | 20,000 | (7) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $34.2 | 05/05/2006 | D | 20,000 | (8) | 04/28/2014 | Common Stock | 20,000 | (8) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $45.59 | 05/05/2006 | D | 20,000 | (9) | 04/28/2015 | Common Stock | 20,000 | (9) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $64.29 | 05/05/2006 | D | 20,000 | (10) | 04/28/2016 | Common Stock | 20,000 | (10) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the merger agreement between issuer and The Walt Disney Company in exchange for 20,828 shares of Disney common stock having a market value per share of $29.09 on the effective date of the merger. |
2. This option, which is 100% vested, was assumed by The Walt Disney Company pursuant to the merger agreement between issuer and Disney, and is now an option to purchase 6,136 shares of Disney common stock for $6.9261 per share. |
3. This option, which is 100% vested, was assumed by The Walt Disney Company pursuant to the merger agreement between issuer and Disney, and is now an option to purchase 6,210 shares of Disney common stock for $8.5598 per share. |
4. This option, which is 100% vested, was assumed by The Walt Disney Company pursuant to the merger agreement between issuer and Disney, and is now an option to purchase 6,012 shares of Disney common stock for $8.7109 per share. |
5. This option, which is 100% vested, was assumed by The Walt Disney Company pursuant to the merger agreement between issuer and Disney, and is now an option to purchase 6,509 shares of Disney common stock for $8.8859 per share. |
6. This option, which is 100% vested, was assumed by The Walt Disney Company pursuant to the merger agreement between issuer and Disney, and is now an option to purchase 6,582 shares of Disney common stock for $9.4566 per share. |
7. This option, which is 100% vested, was assumed by The Walt Disney Company pursuant to the merger agreement between issuer and Disney, and is now an option to purchase 46,000 shares of Disney common stock for $12.4392 per share. |
8. This option, which is 100% vested, was assumed by The Walt Disney Company pursuant to the merger agreement between issuer and Disney, and is now an option to purchase 46,000 shares of Disney common stock for $14.8696 per share. |
9. This option, which is 100% vested, was assumed by The Walt Disney Company pursuant to the merger agreement between issuer and Disney, and is now an option to purchase 46,000 shares of Disney common stock for $19.8218 per share. |
10. This option, which is 100% vested, was assumed by The Walt Disney Company pursuant to the merger agreement between issuer and Disney, and is now an option to purchase 46,000 shares of Disney common stock for $27.9522 per share. |
Larry W. Sonsini | 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). | ||
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. |