SC 13D/A 1 doc1.htm Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6 )*



Dow Jones & Company, Inc.
(Name of Issuer)

Class B Common Stock
(Title of Class of Securities)

260561204
(CUSIP Number)


Dennis R. Delaney
Hemenway & Barnes
60 State Street
Boston, MA 02109
617 557-9722
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 01, 2007
(Date of Event which Requires Filling of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ·· 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box.   (    )



Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See · 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



 



SCHEDULE 13D
CUSIP No. 260561204
  1. Names of Reporting Persons.
Michael B. Elefante
I.R.S. Identification No.
  2. Check the Appropriate Box if a Member of a Group*
(a.)  (    )       (b.)  (    )
  3. SEC USE ONLY
  4. Source of Funds*
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )
  6. Citizenship or Place of Organization
USA
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With		 7. Sole Voting Power
0
8. Shared Voting Power
9,208,968 shares
9. Sole Dispositive Power
0
10. Shared Dispositive Power
9,208,968 shares
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Line 8 above.
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )
  13. Percent of Class Represented by Amount in Row (11)
45.97%
  14. Type of Reporting Person
OO


Note to Line 4: Source of funds is OO - not applicable, as ownership was acquired by appointment as trustee of trusts.

Note to Line 14: OO - Co-trustee for shares reported in Lines 8 and 10.


2



Item 1. Security and Issuer

         Class B Common Stock, Dow Jones & Company, Inc., 200 Liberty Street, New York, New York, 10281


Item 2. Identity and Background.


(a)

Name:  Michael B. Elefante, Esq.


(b)

Residence or business address:  c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109


(c)

Present Principal Occupation or Employment:  Attorney and professional fiduciary at Hemenway & Barnes, 60 State Street, Boston, MA 02109


(d)

Criminal Conviction:  No such conviction


(e)

Court or Administrative Proceedings:  Not a party to any such proceeding


(f)

 Citizenship:  United States


Item 3. Source and Amount of Funds or Other Consideration:

         Securities were not purchased. The undersigned acquired the shares in his capacity as co-trustee upon being appointed a co-trustee for trusts holding the shares.


Item 4. Purpose of Transaction

         The undersigned was appointed to fill vacancies in trusteeships with no objective other than to carry out the terms of the respective trusts. There are no plans or proposals as described in (a)-(j) of the instructions to Item 4. Securities of the issuer may from time to time be acquired or disposed of in the ordinary course of carrying out the terms of the several trusts.




3

(a)

The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;


(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;


(c)

A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;


(d)

Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;


(e)

Any material change in the present capitalization or dividend policy of the issuer;


(f)

Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;


(g)

Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;


(h)

Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;


(i)

A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or


(j)

Any action similar to any of those enumerated above.



Item 5. Interest in Securities of the Issuer.


(a)

See Lines 11 and 13 of the cover page.


(b)

(1) The undersigned shares the voting and dispositive power as a co-trustee over 9,208,968 shares of the issuer's stock with the following persons:

(A) With Michael J. Puzo over 3,477,000 shares of stock;
(B) With Kurt F. Somerville and Jane C. MacElree over 1,584,195 shares of stock;
(C) With Kurt F. Somerville over 1,770,030 shares of stock;
(D) With Wendy S. Blau over 1,825 shares of stock;
(E) With Kurt F. Somerville, Bayne Stevenson and Elizabeth Steele over 1 share of stock;
(F) With Richard D. Leggat over 55,500 shares of stock;
(G) With Elizabeth Steele over 383,401 shares of stock;
(H) With Martha S. Robes over 7,790 shares of stock;
(I) With Martha S. Robes and Dana R. Robes over 26,128 shares of stock;
(J) With Jane B. Meyer over 1,480 shares of stock;
(K) With Timothy J. Herbert over 35,715 shares of stock;
(L) With Martha S. Robes, Elizabeth Steele and Dana R. Robes over 355,970 shares of stock;
(M) With Catherine G. Harrison over 4,018 shares of stock;
(N) With Bayne Stevenson over 8,001 shares of stock;
(O) With Jane B. Meyer and Wendy S. Blau over 1,435 shares of stock;
(P) With Kurt F. Somerville and U.S. Trust Company, N.A. over 45,700 shares of stock;
(Q) With Kurt F. Somerville, U.S. Trust Company, N.A. and Jane C. MacElree over 1,440,250 shares of stock;
(R) With Bayne Stevenson and U.S. Trust Company, N.A. over 3,029 shares of stock; and
(S) With Fiduciary Trust Company over 7,500 shares of stock.


(2)(A)(i) Michael J. Puzo, Esq. and Kurt F. Somerville, Esq.;
(ii) Hemenway & Barnes, 60 State Street, Boston, MA 02109-1899;
(iii) attorney and professional fiduciary;
(iv) no such conviction;
(v) not a party to any such proceedings; and
(vi) United States.

(2)(B)(i) Jane C. MacElree;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(C)(i) Bayne Stevenson;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) real estate developer;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(D)(i) Elizabeth Steele;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) real estate developer;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.


(2)(E)(i) Wendy S. Blau;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceedings; and
(vi) United States.

(2(F)(i) Martha S. Robes;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) former director (now retired), Dow Jones & Company, Inc.,
World Financial Center, 200 Liberty Street, New York, New York 10007;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(G)(i) Richard D. Leggat, Esq.
(ii) c/o Bingham Dana, LLP, 150 Federal Street, Boston MA 02110;
(iii) attorney and professional fiduciary;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(H)(i) Dana R. Robes;
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) owner, Dana Robes Wood Craftsmen, Inc.;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(I)(i) Timothy J. Herbert
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii)
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(J)(i) Jane B. Meyer
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.


(2)(K)(i) Catherine G. Harrison
(ii) c/o Hemenway & Barnes, 60 State Street, Boston, MA 02109;
(iii)
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(L)(i) U.S. Trust Company, N.A.;
(ii) 225 Franklin Street, Boston, MA 02109;
(iii) none;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.

(2)(M)(i) Fiduciary Trust Company;
(ii) 175 Federal Street, Boston, MA 02110;
(iii) trust management;
(iv) no such conviction;
(v) not a party to any such proceeding; and
(vi) United States.


(c)

None.


 

Transaction
Date

Shares or Units
Purchased (Sold)

Price per
Share or Unit

 

 





 



 

 

 

 


(d)

The governing instruments of the several trusts direct the trustees as to the payment of income and/or principal to and among certain designated beneficiaries. No beneficiary has a right to receive dividends from or proceeds from the sale of securities except as provided in the applicable governing instrument.


(e)

Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.


         There are no such contracts, arrangements, understandings or relationships, except for the legal responsibilities of the undersigned and his co-trustees to act together in carrying out the terms of the applicable governing instruments.



4


Item 7. Material to be Filed as Exhibits.


         There are no relevant materials to be filed herewith.


Signature

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Date:   April 11, 2007
  Michael B. Elefante
  By: /s/ Dennis R. Delaney
      Dennis R. Delaney
  Title:    Attorney-in-Fact for Michael B. Elefante 
 


5