-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OF7G8z+FdxmkPJGFA3JTnHq6j1mR8tkwpEjTLNLhJnFHrcAe/wKJccp3soJhWAo4 AiBHAHdsUsXdfBT7HiHyHA== 0001209191-05-014467.txt : 20050308 0001209191-05-014467.hdr.sgml : 20050308 20050308192505 ACCESSION NUMBER: 0001209191-05-014467 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050307 FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FELSHER STEVEN G CENTRAL INDEX KEY: 0001231460 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-07898 FILM NUMBER: 05667905 MAIL ADDRESS: STREET 1: GREY GLOBAL GROUP INC STREET 2: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GREY GLOBAL GROUP INC CENTRAL INDEX KEY: 0000043952 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 130802840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125462000 MAIL ADDRESS: STREET 1: 777 THIRD AVE STREET 2: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: GREY ADVERTISING INC /DE/ DATE OF NAME CHANGE: 19920703 4 1 bny06513_bny1sgf.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-03-07 1 0000043952 GREY GLOBAL GROUP INC GREY 0001231460 FELSHER STEVEN G GREY GLOBAL GROUP INC. 777 THIRD AVE. NEW YORK NY 10017 0 1 0 0 Vice Chairman Common Stock, par value $0.01 per share 2005-03-07 4 D 0 7291 D 0 D Ltd Duration Class B Common Stock, par value $0.01 per share 2005-03-07 4 D 0 1950 D 0 D Stock Option (Right to Buy) 235.00 2005-03-07 4 D 0 1000 D 2006-11-26 Common Stock 1000 0 D Stock Option (Right to Buy) 332.50 2005-03-07 4 D 0 500 D 2008-01-23 Common Stock 500 0 D Stock Option (Right to Buy) 425.00 2005-03-07 4 D 0 1500 D 2010-04-13 Common Stock 1500 0 D Stock Option (Right to Buy) 608.00 2005-03-07 4 D 0 300 D 2011-07-21 Common Stock 300 0 D Stock Option (Right to Buy) 702.25 2005-03-07 4 D 0 300 D 2012-07-22 Common Stock 300 0 D Stock Option (Right to Buy) 755.53 2005-03-07 4 D 0 300 D 2011-01-21 Common Stock 300 0 D Stock Option (Right to Buy) 895.00 2005-03-07 4 D 0 300 D 2011-12-25 Common Stock 300 0 D 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 the 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. Mr. Felsher was granted options to purchase 1,000 shares of Common Stock on November 26, 1996. The options become exercisable as follows: one third on November 26, 2001, one third on November 26, 2002 and one third on November 26, 2003. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 21,746 WPP ADSs at an exercise price of $10.81 per share. Mr. Felsher was granted options to purchased 500 shares of Common Stock on January 23, 1998. The options became exercisable as follows: one third on January 23, 2003, one third on January 23, 2004 and one third on January 23, 2005. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 10,873 WPP ADSs at an exercise price of $15.29 per share. Mr. Felsher was granted options to purchase 1,500 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. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 32,619 WPP ADSs at an exercise price of $19.54 per share. Mr. Felsher was granted options to purchase 300 shares of Common Stock on July 21, 2001. The options became, or would have become, exercisable as follows: one third on July 21, 2004, one third on July 21, 2005 and one third on July 21, 2006. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 6,524 WPP ADSs at an exercise price of $27.96 per share. Mr. Felsher was granted options to purchase 300 shares of Common Stock on July 22, 2002. The options would have become exercisable as follows: one third on July 22, 2005, one third on July 22, 2006 and one third on July 22, 2007. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 6,524 WPP ADSs at an exercise price of $32.29 per share. Mr. Felsher was granted options to purchase 300 shares of Common Stock on July 21, 2003. The options would have become exercisable as follows: one third on July 21, 2006, one third on July 21, 2007 and one third on July 21, 2008. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 6,524 WPP ADSs at an exercise price of $34.74 per share. Mr. Felsher was granted options to purchase 300 shares of Common Stock on June 25, 2004. The options would have become exercisable as follows: one third on July 21, 2007, one third on July 21, 2008 and one third on July 21, 2009. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 6,524 WPP ADSs at an excercise price of $41.16 per share. /s/ Steven G. Felsher 2005-03-08 -----END PRIVACY-ENHANCED MESSAGE-----