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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
GREY GLOBAL GROUP INC [ GREY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/07/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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, par value $0.01 per share | 03/07/2005 | D | 200 | D | (1) | 0 | D | |||
Common Stock, par value $0.01 per share | 03/07/2005 | D | 369 | D | (1) | 0 | I | See Footnote(2) |
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. 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 | ||||||||
Stock Option (Right to Buy) | $235 | 03/07/2005 | D | 150 | (3) | 11/26/2006 | Common Stock | 150 | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $312.47 | 03/07/2005 | D | 150 | (5) | 03/24/2009 | Common Stock | 150 | (6) | 0 | D | ||||
Stock Option (Right to Buy) | $425 | 03/07/2005 | D | 200 | (7) | 04/13/2010 | Common Stock | 200 | (8) | 0 | D |
Explanation of Responses: |
1. Shares disposed of in the merger involving Grey Global Group Inc. ("Grey") and WPP Group plc ("WPP") pursuant to which each share of Common Stock and Limited Duration Class B Common Stock of Grey was converted into the right to receive $1,005 in cash or 21.746 American Depository Shares ("ADSs") of WPP (or the WPP ordinary shares underlying the ADSs), based on the election of the holder thereof and subject to proration procedures designed to ensure that 50% of Grey shares were converted into the cash consideration and 50% of Grey shares were converted into the share consideration in the merger. |
2. Shares owned by Mr. Feintuck's wife. Mr. Feintuck disclaims beneficial ownership of the shares held by his wife. |
3. Mr. Feintuck was granted options to purchase 150 shares of Common Stock on November 26, 1996. The options became exercisable as follows: one third on November 26, 2001, one third on November 26, 2002 and one third on November 26, 2003. |
4. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 3,262 WPP ADSs at an exercise price of $10.81 per share. |
5. Mr. Feintuck was granted options to purchase 150 shares of Common Stock on March 24, 1999. The options became, or would have become, exercisable as follows: one third on March 24, 2004, one third on March 24, 2005 and one third on March 24, 2006. |
6. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 3,262 WPP ADSs at an exercise price of $14.37 per share. |
7. Mr. Feintuck was granted options to purchase 200 shares of Common Stock on April 13, 2000. The options became, or would have become, exercisable as follows: one third on April 13, 2003, one third on April 13, 2004 and one third on April 13, 2005. |
8. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 4,349 WPP ADSs at an exercise price of $19.54 per share. |
/s/ Lester M. Feintuck | 03/08/2005 | |
** 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. |