| 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
ADC TELECOMMUNICATIONS INC [ ADCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2005 | ||||||||||||||||||||||||||
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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 | 12/16/2005 | M | 1,285 | A | $0 | 17,690 | D | |||
| Common Stock | 12/16/2005 | F | 420 | D | $24.04 | 17,270(1) | D | |||
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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 | ||||||||
| Incentive Stock Option (right to buy) | $23.91 | 12/15/2005 | A | 4,182 | (2) | 12/15/2015 | Common Stock | 4,182 | $0 | 4,182 | D | ||||
| Non-Qualified Stock Option (right to buy) | $23.91 | 12/15/2005 | A | 13,818 | (2) | 12/15/2015 | Common Stock | 13,818 | $0 | 13,818 | D | ||||
| Restricted Stock Unit (12-04) | (3) | 12/16/2005 | M | 1,285 | (3) | (3) | Common Stock | 1,285 | $0 | 3,857 | D | ||||
| Restricted Stock Unit (12-05) | (4) | 12/15/2005 | A | 9,000 | (4) | (4) | Common Stock | 9,000 | $0 | 9,000(5) | D | ||||
| Incentive Stock Option (right to buy) | $15.82 | (6) | 11/27/2012 | Common Stock | 6,747 | 6,747 | D | ||||||||
| Incentive Stock Option (right to buy) | $18.76 | (7) | 12/16/2014 | Common Stock | 5,909 | 5,909 | D | ||||||||
| Incentive Stock Option (right to buy) | $20.44 | (8) | 03/03/2014 | Common Stock | 9,375 | 9,375 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $15.82 | (6) | 11/27/2012 | Common Stock | 14,681 | 14,681 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $18.76 | (7) | 12/16/2014 | Common Stock | 9,548 | 9,548 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $19.67 | 12/30/2004(9) | 12/30/2013 | Common Stock | 18,530 | 18,530 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $19.81 | 06/29/2004(10) | 12/29/2010 | Common Stock | 16,304 | 16,304 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $20.44 | (8) | 03/03/2014 | Common Stock | 3,125 | 3,125 | D | ||||||||
| Phantom Stock Unit | (11) | (11) | (11) | Common Stock | 3,125 | 3,125 | D | ||||||||
| Explanation of Responses: |
| 1. The reporting person also indirectly beneficially owns 2,832 shares through the ADC Telecommunications, Inc. Retirement Savings Plan (401k) ("ADC 401k") based on a plan statement dated as of 9/30/05. |
| 2. Grant date 12/15/05; options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. In the aggregate, options will vest one-quarter per year beginning December 15, 2006. |
| 3. Represents vesting of one-quarter of a grant of Phantom Stock Units issued on 12/16/04 under the ADC Telecommunications, Inc. Global Stock Incentive Plan (the "Plan"). The units are subject to forfeiture and will vest one-third per year beginning December 16, 2006. The units of phantom stock will be settled, one-for-one, in shares of common stock upon vesting. This grant was previouly reported as covering 36,000 shares, but was adjusted to reflect the reverse stock split on May 10, 2005. |
| 4. Phantom Stock Units issued under the ADC Telecommunications, Inc. Global Stock Incentive Plan. Generally, full vesting of these units occurs upon the attainment of certain performance goals by the Company at the end of a three-year measurement period. If the Company does not meet the specified performance goals, the award is forfeited. The units of phantom stock will be settled, one-for-one, in shares of common stock upon vesting. |
| 5. The reporting person also indirectly owns 46 phantom stock units which were accrued under the registrant's 401(k) Excess Plan and are to be settled in cash upon reporting person's retirement; conversion rate = One-for-One. The information herein is based on a statement dated as of 9/30/05. This had previously been reported as 319 phantom stock units as of 12/31/04, but have been adjusted to reflect the split. |
| 6. Grant date 11/27/02; options are 100% exercisable. Options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. These options were previously reported as covering a total of 150,000 shares at an exercise price of $2.26 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| 7. Grant date 12/16/04; options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. In the aggregate, options will vest one-quarter per year beginning December 16, 2005. These options were previously reported as covering a total of 108,200 shares at an exercise price of $2.68 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| 8. Grant date 3/3/04; options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. In the aggregate, options will vest one-quarter per year beginning March 3, 2005. These options were previously reported as covering a total of 87,500 shares at an exercise price of $2.92 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| 9. Grant date 12/30/2003. This award is fully vested. These options were previously reported as covering a total of 129,715 shares at an exercise price of $2.81 per share, but have been adjusted to reflect the stock split on May 10, 2005. |
| 10. Grant date 12/29/03; options become exercisable in four equal installments commencing six months after the grant date and on each six month anniversary thereafter. These options were previously reported as 10 separate grants covering a total of 114,166 shares at an exercise price of $2.83 per share. Because the options all have the same exercise price and vesting schedule they are now being reported on a consolidated basis. The reporting has also been adjusted to reflect ADC's 1-for-7 reverse stock spilt that became effective on May 10, 2005. |
| 11. The Phantom Stock Units were issued under the ADC Telecommunications, Inc. Global Stock Incentive Plan (the "Plan"). The units are subject to forfeiture and will vest one-third per year beginning March 3, 2006. The units of phantom stock will be settled, one-for-one, in shares of common stock upon vesting. This grant was previouly reported as covering 29,167 shares, with a balance of 21,876 as of 3/3/05 remaining subject to forfeiture, but was adjusted to reflect the reverse stock split on May 10, 2005. |
| PATRICK D O'BRIEN | 12/19/2005 | |
| ** 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. | ||