4 1 edgar.htm 4 Form 4

FORM 4

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

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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).

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*

GOLDING, SUSAN

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

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

                                                  

(Last)      (First)     (Middle)

3033 SCIENCE PARK ROAD
 

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

 

4. Statement for
Month/Day/Year
April 1, 2003

(Street)

SAN DIEGO, CA 92121

5. If Amendment,
Date of Original
(Month/Day/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 Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

04/01/03

04/01/03

A

 

948(1)

A

$7.39

2,353

D

 
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 4 (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
Following
Reported Transaction(s)
(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)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Director Stock Options (right to buy)

 

 

 

 

 

 

 

 

 

 

 

 

22,216(2)

D

 

Explanation of Responses:

(1) Shares were acquired in lieu of director’s fees under issuers 2000 Employee and Director Stock Option and Incentive Plan.
(2) Amount carried forward from Statement of Changes in Beneficial Ownership on Form 4 previously filed by the reporting person for February 27, 2003
  By: /s/ Susan Golding
             Matthew G. Colvin, Attorney-In-Fact
**Signature of Reporting Person		 April 1, 2003
Date

**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.

 

 
                                             POWER OF ATTORNEY

                                        For Executing Forms 4 and 5





Know all by these presents that the undersigned hereby constitutes and appoints each Cheryl L. Barr

and Matthew G. Colvin, signing singly, his true and lawful attorney-in-fact to:



 1) Execute for and on behalf of the undersigned Forms 4 and 5 in accordance with

    Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



 2) Do and perform any and all acts for and on behalf of the undersigned which may

    be necessary or desirable to complete the execution of any such Form 4 or 5 and

    the timely filing of such form with the United States Securities and Exchange

    Commission and any other authority; and



 3) Take any other action of any type whatsoever in connection with the foregoing

    which, in the opinion of such attorney-in-fact, may be of benefit to, or in the

    best interest of, or legally required by, the undersigned, it being understood

    that the documents executed by such attorney-in-fact on behalf of the  undersigned

    pursuant to this Power of Attorney  shall be in such form and shall contain such

    terms and conditions as such attorney-in-fact may approve in his/her discretion.





 The undersigned hereby grants to each such attorney-in-fact, full power and authority to do

and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the

exercise of any of the rights and powers herein granted, as fully to all intents and purposes as

such attorney-in-fact might or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute

or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the

rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-

fact, in serving in such capacity at the request of the undersigned, are not assuming any of the

undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

this 27th day of February 2003.







                                  /s/ Susan Golding

                                  Susan Golding





Subscribed and sworn to before me on this 27th day of February 2003



State of California  )

                     ) ss.

County of San Diego  )






                               /s/ Mary E. Coleman

Notary Public Seal             Signature of Notary Public