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
FREMONT GENERAL CORP [ FMT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2005 | ||||||||||||||||||||||||||
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 | 579,580(1) | D | ||||||||
Common Stock | 3,885,495(2) | I | James A. McIntyre Living Trust | |||||||
Common Stock | 50,700(2) | I | Grandchildrens Trust | |||||||
Common Stock | 678,339.11(3) | I | By 401(k) | |||||||
Common Stock | 55,271.42(4) | I | by ESOP | |||||||
Common Stock | 1,266.57(5) | I | Excess Benefit Plan | |||||||
Common Stock | 3,000,000(6) | I | Padaro Partnership LP | |||||||
Trust Originated Preferred Securities 9% | 1,800(2) | I | Grandchildrens Trust | |||||||
Trust Originated Preferred Securities 9% | 36,820(2) | I | James A. McIntyre Living Trust |
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 | ||||||||
Non-Qualified Stock Option (right to buy) | $14.938 | (7) | 02/13/2007 | Common Stock | 300,000 | 300,000(7) | D | ||||||||
Phantom Stock | (8) | 10/31/2005 | 11/02/2005 | A | 560.77 | (9) | (10) | Common Stock | 560.77 | $21.24 | 149,444.29 | I | by SERP |
Explanation of Responses: |
1. Includes 579,580 shares of restricted Common Stock awarded under the 1995 Restricted Stock Plan and/or 1997 Stock Plan. |
2. The reporting person is Trustee and holds a vested beneficiary interest in the James A. McIntyre Living Trust, the McIntyre 1998 Charitable Remainder Unitrust, and the McIntyre Grandchildrens' Trust, respectively. |
3. Between July 30, 2005 and October 31, 2005 the reporting person acquired 2,480.03 shares of Company common stock under the 401(k) Plan including automatic dividend reinvestments. |
4. Between July 30, 2005 and October 31, 2005 the reporting person acquired 204.53 shares of Company common stock under the ESOP Plan including automatic dividend reinvestments. |
5. Between July 30, 2005 and October 31, 2005 the reporting person acquired 4.75 shares of Company common stock under the Excess Benefit Plan including automatic dividend reinvestments. |
6. The Padaro Partnership, L.P. owns 3,000,000 shares of common stock of the Issuer. The James A. McIntyre Living Trust (of which Mr. James A. McIntyre is trustee and ho lds a vested beneficiary interest), as gen e ral partner, owns 66.7% of the Common Stock interest (2,000,000 shares) held in the Padaro Partne rship, L.P. Mr. James A. McIntyre, as the limited partner owns 33.3% (1,000,000 shares) of the common stock interest h e ld in the Padaro Partnership, L.P. and holds a vested benefic iary interest. |
7. Non-qualified stock option granted to the reporting person on February 13, 1997 that vested in four annual installments beginning on February 13, 1998. |
8. 1-for-1 |
9. Immediate |
10. Shares of phantom stock under the Supplemental Executive Retirement Plan are payable in shares of stock following termination of the reporting person's employment. |
Remarks: |
Lynn C. Brown, As Attorney-In-Fact for James A. McIntyre | 11/04/2005 | |
** 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. |