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
SAIC, Inc. [ SAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2006 | ||||||||||||||||||||||||||
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 | 10/13/2006 | P | 100 | A | $17 | 100 | 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 | ||||||||
Class A Preferred Stock(1) | (2) | 10/16/2006 | A | 70,000 | (2) | (3) | Common Stock | 70,000 | (4) | 70,000 | D | ||||
Class A Preferred Stock(1) | (2) | 10/16/2006 | A | 202,102 | (2) | (3) | Common Stock | 202,102 | (4) | 202,102 | I | By Key Executive Stock Deferral Plan | |||
Class A Preferred Stock(1) | (2) | 10/16/2006 | A | 1,752 | (2) | (3) | Common Stock | 1,752 | (4) | 1,752 | I | By SAIC Retirement Plan | |||
Stock Option (Right to Buy)(1) | $10.5966 | 10/16/2006 | A | 674,989 | 11/03/2004(5) | 11/02/2008 | Class A Preferred Stock(2) | 674,989 | (6) | 674,989 | D | ||||
Stock Option (Right to Buy)(1) | $12.1733 | 10/16/2006 | A | 89,998 | 03/08/2005(5) | 03/07/2009 | Class A Preferred Stock(2) | 89,998 | (6) | 89,998 | D | ||||
Stock Option (Right to Buy)(1) | $12.4466 | 10/16/2006 | A | 89,997 | 05/19/2005(5) | 05/18/2009 | Class A Preferred Stock(2) | 89,997 | (6) | 89,997 | D | ||||
Stock Option (Right to Buy)(1) | $13.5166 | 10/16/2006 | A | 599,973 | 04/01/2006(5) | 03/31/2010 | Class A Preferred Stock(2) | 599,973 | (6) | 599,973 | D | ||||
Stock Option (Right to Buy)(1) | $14.64 | 10/16/2006 | A | 600,000 | 03/21/2007(5) | 03/20/2011 | Class A Preferred Stock(2) | 600,000 | (6) | 600,000 | D |
Explanation of Responses: |
1. On October 16, 2006, SAIC, Inc. became the successor to Science Applications International Corporation pursuant to a merger. The merger resulted in SAIC, Inc. becoming the parent holding company of Science Applications International Corporation, but did not alter the proportionate interests of security holders. |
2. Class A Preferred Stock is convertible into Common Stock on a 1 for 1 basis on and after the following dates and in the proportionate amounts for each Series: 20% allocated to Series A-1 and convertible on January 11, 2007; 20% allocated to Series A-2 and convertible on April 11, 2007; 30% allocated to Series A-3 and convertible on July 10, 2007; 30% allocated to Series A-4 and convertible on October 8, 2007. |
3. Class A Preferred Stock has no expiration date. |
4. Received in a reorganization merger with Science Applications International Corporation ("Old SAIC"). On the effective date of the merger, the closing price for SAIC, Inc.'s common stock (into which the Class A preferred shares will become convertible on a one-for-one basis) was $18.11 per share; the securities of Old SAIC were not listed on any securities exchange. |
5. The option is exercisable according to the following annual vesting schedule: 20% in years 1, 2 and 3, and 40% in year 4. The date exercisable set forth above is the first anniversary of the date of grant of each option and represents the date on which the option first became exercisable with respect to 20% of the underlying shares in accordance with the aforementioned vesting schedule. |
6. Received in a reorganization merger with Old SAIC in exchange for an option to purchase shares of Old SAIC common stock. |
Remarks: |
By: N. Walker, Attorney-in-fact | 10/17/2006 | |
** 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. |