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
CENTEX CORP [ CTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/18/2009 | ||||||||||||||||||||||||||
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 | 08/18/2009 | J(1) | 14,658 | D | $11.95 | 138,342 | D | |||
Common Stock | 08/18/2009 | D | 46,502 | D | (2)(6) | 91,840 | D | |||
Common Stock | 08/18/2009 | D | 47,864 | D | (3)(6) | 43,976 | D | |||
Common Stock | 08/18/2009 | D | 43,976 | D | (4)(6) | 0 | D | |||
Common Stock | 08/18/2009 | D | 673 | D | (5)(6) | 656 | I | 401K Plan |
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 | ||||||||
Employee Stock Option (right to buy) | $10.7156 | 08/18/2009 | D | 33,330 | (7) | 04/01/2010 | Common Stock | 33,330 | (7) | 0 | D | ||||
Employee Stock Option (right to buy) | $31.8364 | 08/18/2009 | D | 41,996 | (8) | 05/14/2010 | Common Stock | 41,996 | (8) | 0 | D | ||||
Employee Stock Option (right to buy) | $45.24 | 08/18/2009 | D | 15,964 | (9) | 05/14/2011 | Common Stock | 15,964 | (9) | 0 | D | ||||
Employee Stock Option (right to buy) | $57.36 | 08/18/2009 | D | 19,827 | (10) | 05/12/2012 | Common Stock | 19,827 | (10) | 0 | D | ||||
Employee Stock Option (right to buy) | $54.5 | 08/18/2009 | D | 37,275 | (11) | 05/11/2013 | Common Stock | 37,275 | (11) | 0 | D | ||||
Employee Stock Option (right to buy) | $45.53 | 08/18/2009 | D | 22,576 | (12) | 05/10/2014 | Common Stock | 22,576 | (12) | 0 | D | ||||
Employee Stock Option (right to buy) | $22.08 | 08/18/2009 | D | 37,926 | (13) | 05/07/2015 | Common Stock | 37,926 | (13) | 0 | D |
Explanation of Responses: |
1. Forfeiture of restricted stock units awarded May 13, 2009 pursuant to the terms of the award agreement and the Agreement and Plan of Merger dated as of April 7, 2009 between Centex Corporation and Pulte Homes, Inc. ("Merger Agreement"). |
2. Disposed of pursuant to the Merger Agreement in exchange for 28,812 shares of Pulte common stock, after reduction of shares to pay tax liability upon the vesting of restricted stock. |
3. Disposed of pursuant to the Merger Agreement in exchange for 46,667 shares of Pulte common stock owned directly. |
4. Disposed of pursuant to the Merger Agreement in exchange for 42,876 shares of restricted Pulte common stock that vest 1/3 each on March 31, 2010, 2011 and 2012, and are subject to partial accelerated vesting in the event of a qualified termination. |
5. Disposed of pursuant to the Merger Agreement in exchange for approximately 656 shares of Pulte common stock owned indirectly. |
6. On the merger effective date, shares of Pulte common stock had a market value of $12.33 per share. |
7. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 32,496 shares of Pulte common stock for $11.00 per share. |
8. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 40,946 shares of Pulte common stock for $32.66 per share. |
9. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 15,564 shares of Pulte common stock for $46.40 per share. |
10. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 19,331 shares of Pulte common stock for $58.84 per share. |
11. This option, which was fully vested, was assumed by Pulte Homes, Inc. in the merger and replaced with an option to purchase 36,343 shares of Pulte common stock for $55.90 per share. |
12. This option, which provided for vesting in 3 equal annual installments beginning March 31, 2009, was assumed by Pulte Homes, Inc. in the merger and replaced with a fully vested option to purchase 22,011 shares of Pulte common stock for $46.70 per share. |
13. This option, which provided for vesting in 3 equal annual installments beginning March 31, 2009, was assumed by Pulte Homes, Inc. in the merger and replaced with a fully vested option to purchase 36,977 shares of Pulte common stock for $22.65 per share. |
Remarks: |
James R. Peacock III as attorney-in-fact for Brian J. Woram | 08/20/2009 | |
** 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. |