5 1 edgar.htm 5 Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

COSTANZA, NICHOLAS J.

2. Issuer Name and Ticker or Trading Symbol
THE TITAN CORPORATION TTN

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Senior Vice President, General Counsel & Secretary

(Last)      (First)     (Middle)

3033 SCIENCE PARK ROAD
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Year
DECEMBER 2002

(Street)

SAN DIEGO, CA 92121

5. If Amendment,
Date of Original
(Month/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Common Stock in 401(k) Plan

 (1)

 

I

251

A

(1)

1,012

I

401(k) Plan Trust

Common Stock in ESOP Plan

 (2)

 

I

16

A

(2)

140

I

ESOP Trust

Common Stock in ESPP Plan

12/31/02

12/31/02

I

1,425

A

$8.84

1,425(3)

I

ESPP Trust
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).

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FORM 5 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Options (right to buy)

 

 

 

 

 

 

 

 

 

 

 

331,463(4)

D

 

Employee Stock Options (right to buy)

 

 

 

 

 

 

 

 

 

 

 

14,661(4)

I

Family Partnership

Explanation of Responses:

(1) Shares of the issuer acquired by the reporting person during the fiscal year under The Titan Corporation 401(k) Consolidated Retirement Plan at prices ranging from $8.86 to $25.10 per share, in transactions exempt from Section 16(b). The information is presented as of December 31, 2002.
(2) Shares were acquired under the terms of The Titan Corporation Employee Stock Ownership Plan (ESOP) as a result of the sale of shares of SureBeam Corporation recieved by the reporting person as a dividend in the ESOP through the Spin-off of SureBeam Corporation by the issuer on August 5, 2002. Pursuant to the terms of the ESOP, a proportionate percentage of the SureBeam shares recieved in each participants account are to be sold every two weeks over the course of twelve months, and the proceeds used to purchase unrestricted shares of the issuer. The shares were acquired at prices ranging from $9.99 to $12.40 per share, in transactions exempt from Section 16(b). The information is presented as of December 31, 2002.
(3) Shares were acquired under the terms of The Titan Corporation Employee Stock Purchase Plan in transactions exempt from Section 16(b). The information is presented as of December 31, 2002.
(4) Amounts carried forward from Form 4, Statement of Changes in Beneficial Ownership filed by the reporting person for September 25, 2002.
  By: /s/ Nicholas J. Costanza
             Nicholas J. Costanza
**Signature of Reporting Person		 February 5, 2002
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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