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
COUNTRYWIDE FINANCIAL CORP [ CFC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2007 | ||||||||||||||||||||||||||
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 |
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) | $38.58 | 11/01/2007 | A | 20,000 | 07/05/2006 | 07/05/2011 | Common Stock | 20,000 | $0(1) | 20,000 | D | ||||
Restricted Stock Units | $0(2) | 11/01/2007 | A | 130,327 | 11/01/2008 | 11/01/2010 | Common Stock | 130,327 | $0 | 130,327 | D | ||||
Employee Stock Option (Right to Buy) | $38.58 | 11/01/2007 | D | 20,000 | 07/05/2006 | 07/05/2010 | Common Stock | 20,000 | $0(3) | 0 | D |
Explanation of Responses: |
1. The two reported transactions involved an amendment of an outstanding option, resulting in, for Section 16 reporting purposes, the deemed cancellation of the original option and the award of a replacement option. The expiration term has been extended by a period of one year from the original expiration date. The extension of the expiration term was the only modification to the award. The option was originally awarded on July 5, 2005 and provides for vesting in three equal annual installments commencing on July 5, 2006. |
2. The reporting person is entitled to receive a cash payment equal to the value of one share of CFC common stock on the vesting date in settlement of each vested unit. The award will vest as to 50% of the units on November 1, 2008, 25% on November 1, 2009 and 25% on November 1, 2010. |
3. The two reported transactions involved an amendment of an outstanding option, resulting in, for Section 16 reporting purposes, the deemed cancellation of the original option and the award of a replacement option. The expiration term has been extended by a period of one year from the original expiration date. The extension of the expiration term was the only modification to the award. The option was originally awarded on July 5, 2005 and provides for vesting in three equal annual installments commencing on July 5, 2006. |
Becky MacKinnon Attorney-in-fact | 11/02/2007 | |
** 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. |