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
DREYERS GRAND ICE CREAM INC [ DRYR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/26/2003 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 06/26/2003 | J(1) | 1,250(1) | D | 0 | 0 | D |
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) | 12.8125 | 06/26/2003 | J(2) | 11,000 | 08/08/1988(3) | 03/07/2005 | Common Stock | 11,000 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | 19.3125 | 06/26/2003 | J(2) | 22,110 | 08/08/1988(3) | 09/07/2005 | Common Stock | 22,110 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | 15.75 | 06/26/2003 | J(2) | 49,000 | 08/08/1988(3) | 03/05/2006 | Common Stock | 49,000 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | 15.1914 | 06/26/2003 | J(2) | 40,000 | 08/08/1988(3) | 03/04/2007 | Common Stock | 40,000 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | 22.875 | 06/26/2003 | J(2) | 18,200 | 08/08/1988(4) | 03/03/2008 | Common Stock | 18,200 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | 22.875 | 06/26/2003 | J(2) | 10,800 | 08/08/1988(5) | 03/03/2008 | Common Stock | 10,800 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | 12.375 | 06/26/2003 | J(2) | 55,800 | 08/08/1988(6) | 02/23/2009 | Common Stock | 55,800 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | 17.3438 | 06/26/2003 | J(2) | 41,950 | 08/08/1988(7) | 02/23/2010 | Common Stock | 41,950 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | 31.125 | 06/26/2003 | J(2) | 28,190 | 08/08/1988(8) | 02/14/2011 | Common Stock | 28,190 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | 39.395 | 06/26/2003 | J(2) | 23,920 | 08/08/1988(8) | 02/07/2012 | Common Stock | 23,920 | $0(2) | 0 | D |
Explanation of Responses: |
1. Exchanged for 1,250 shares of Class A Callable Puttable Common Stock of Dreyer's Grand Ice Cream Holdings, Inc., having a value of $79.10 per share, pursuant to the terms of the Agreement and Plan of Merger and Contribution dated June 16, 2002, as amended among the Issuer, New December, Inc. (to be renamed Dreyer's Grand Ice Cream Holdings, Inc.), December Merger Sub, Inc., Nestlé Holdings, Inc. and NICC Holdings, Inc. |
2. This option was assumed by Dreyer's Grand Ice Cream Holdings, Inc. and is now exercisable for the same number of shares of Class A Callable Puttable Common Stock of Dreyer's Grand Ice Cream Holdings, Inc. on the same terms. |
3. This option is fully vested and exercisable. |
4. 14,560 options are vested and exercisable. 3,640 options vest and will be exercisable as follows: 1/3 on June 26, 2004, 1/3 on June 26, 2005 and 1/3 on April 3, 2006. |
5. 8,640 options are vested and exercisable. 2,160 options vest and will be exercisable as follows: 1/3 on December 1, 2003, 1/3 on December 1, 2004 and 1/3 on December 1, 2005. |
6. 33,480 options are vested and exercisable. 22,320 options vest and will be exercisable as follows: 1/3 on June 26, 2004, 1/3 on June 26, 2005 and 1/3 on April 3, 2006. |
7. 16,780 options are vested and exercisable. 25,170 options vest and will be exercisable as follows: 1/3 on June 26, 2004, 1/3 on June 26, 2005 and 1/3 on April 3, 2006. |
8. This option vests and will be exercisable as follows: 1/3 on June 26, 2004, 1/3 on June 26, 2005 and 1/3 on April 3, 2006. |
Vicki L. Randall, Authorized Signatory | 06/26/2003 | |
** 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. |