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*
LIU TALLY C

(Last) (First) (Middle)
50 W. SAN FERNANDO STREET
15TH FLOOR

(Street)
SAN JOSE CA 95113

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KNIGHT RIDDER INC [ KRIC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Internal Audit
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2006
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 06/27/2006 D 28,497.7356 D $0(1) 0 D
Common Stock/401k 06/27/2006 D 3,355.3144 D $0(2) 0 D
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) $39.3125 06/27/2006 D 10,000 12/11/1997(3) 12/11/2006 Common Stock 10,000 $0 0 D
Non-Qualified Stock Option (right to buy) $49.625 06/27/2006 D 10,000 12/11/1999(4) 12/11/2008 Common Stock 10,000 $0 0 D
Non-Qualified Stock Option (right to buy) $51.7188 06/27/2006 D 10,000 12/16/1998(5) 12/16/2007 Common Stock 10,000 $0 0 D
Non-Qualified Stock Option (right to buy) $57.9688 06/27/2006 D 10,000 12/15/2000(6) 12/15/2009 Common Stock 10,000 $0 0 D
Non-Qualified Stock Option (right to buy) $62.155 06/27/2006 D 8,000 12/19/2003(7) 12/19/2012 Common Stock 8,000 $0 0 D
Non-Qualified Stock Option (right to buy) $62.25 06/27/2006 D 5,000 12/12/2002(7) 12/12/2011 Common Stock 5,000 $0 0 D
Non-Qualified Stock Option (right to buy) $63.86 06/27/2006 D 3,800 (7) 12/16/2015 Common Stock 3,800 $0 0 D
Non-Qualified Stock Option (right to buy) $67.315 06/27/2006 D 8,000 12/13/2005(7) 12/13/2014 Common Stock 8,000 $0 0 D
Non-Qualified Stock Option (right to buy) $75.205 06/27/2006 D 10,000 12/04/2004(7) 12/04/2013 Common Stock 10,000 $0 0 D
Restricted Stock Units $0 06/27/2006 A 950 12/16/2006 12/16/2015 Common Stock 950 $0 950 D
Restricted Stock Units $0(8) 06/27/2006 D 950 12/16/2006(8) 12/16/2015(8) Common Stock 950 $0 0 D
Explanation of Responses:
1. Disposed of pursuant to merger agreement between issuer and The McClatchy Company in exchange for $1,139,909.42 in cash, 14,585 shares of McClatchy Class A common stock having a closing market value of $39.03 per share on the effective date of the merger, and cash in lieu of fractional shares.
2. Disposed of pursuant to merger agreement between issuer and The McClatchy Company in exchange for $134,212.58 in cash, 1,717 shares of McClatchy Class A common stock having a closing market value of $39.03 per share on the effective date of the merger, and cash in lieu of fractional shares.
3. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger in exchange for a cash payment of $213,898.10, representing the excess, if any, of (A) the product of (1) the number of shares of Knight Ridder common stock issuable upon exercise of such option multiplied by (2) the sum of (x) $40.00 plus (y) the product of 0.5118 multiplied by the closing price of McClatchy Class A common stock on the last trading day immediately preceding the closing of the merger, over (B) the aggregate exercise price of such Knight Ridder stock option.
4. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger in exchange for a cash payment of $110,773.10, representing the excess, if any, of (A) the product of (1) the number of shares of Knight Ridder common stock issuable upon exercise of such option multiplied by (2) the sum of (x) $40.00 plus (y) the product of 0.5118 multiplied by the closing price of McClatchy Class A common stock on the last trading day immediately preceding the closing of the merger, over (B) the aggregate exercise price of such Knight Ridder stock option.
5. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger in exchange for a cash payment of $89,835.10, representing the excess, if any, of (A) the product of (1) the number of shares of Knight Ridder common stock issuable upon exercise of such option multiplied by (2) the sum of (x) $40.00 plus (y) the product of 0.5118 multiplied by the closing price of McClatchy Class A common stock on the last trading day immediately preceding the closing of the merger, over (B) the aggregate exercise price of such Knight Ridder stock option.
6. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger in exchange for a cash payment of $27,335.10, representing the excess, if any, of (A) the product of (1) the number of shares of Knight Ridder common stock issuable upon exercise of such option multiplied by (2) the sum of (x) $40.00 plus (y) the product of 0.5118 multiplied by the closing price of McClatchy Class A common stock on the last trading day immediately preceding the closing of the merger, over (B) the aggregate exercise price of such Knight Ridder stock option.
7. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger for no consideration because the exercise price exceeded the value of the merger consideration.
8. Restricted Stock Units were canceled in the merger in exchange for a cash payment of $57,667.19, representing the product of (1) the number of shares of Knight Ridder common stock issuable upon vesting of such units multiplied by (2) the sum of (x) $40.00 plus (y) the product of 0.5118 multiplied by the closing price of McClatchy Class A common stock on the last trading day immediately preceding the closing of the merger.
By: Steve Rossi For: Tally C Liu 07/03/2006
** Signature of Reporting Person Date
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