| 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
PERINI CORP [ PCR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/13/2004 | ||||||||||||||||||||||||||
|
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 | 08/13/2004 | M | 1,000,000 | A | $4.5 | 1,000,000 | D | |||
| Common Stock | 08/13/2004 | M | 150,000 | A | $8.375 | 1,150,000 | D | |||
| Common Stock | 08/13/2004 | M | 45,000 | A | $5.2875 | 1,195,000 | D | |||
| Common Stock | 08/13/2004 | M | 30,000 | A | $5.125 | 1,225,000 | D | |||
| Common Stock | 08/13/2004 | J(1) | 1,225,000 | D | (1) | 0 | D | |||
| Common Stock | 08/13/2004 | J(1) | 1,225,000 | A | (1) | 4,174,788(2) | I | See Footnote 2(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)(3) | $4.5 | 08/13/2004 | M | 1,000,000 | (4) | 03/28/2010 | Common Stock | 1,000,000 | (3) | 0 | D | ||||
| Stock Option (right to buy)(5) | $5.125 | 08/13/2004 | M | 30,000 | (6) | 01/03/2007 | Common Stock | 30,000 | (5) | 0 | D | ||||
| Stock Option (right to buy)(7) | $5.2875 | 08/13/2004 | M | 45,000 | (8) | 12/09/2006 | Common Stock | 45,000 | (7) | 0 | D | ||||
| Stock Option (right to buy)(9) | $8.375 | 08/13/2004 | M | 150,000 | (10) | 01/16/2005 | Common Stock | 150,000 | (9) | 0 | D | ||||
| Explanation of Responses: |
| 1. Transfer of shares for no consideration from the reporting person to Tutor-Saliba Corporation, an entity of which the reporting person is the sole stockholder and chief executive officer. |
| 2. Shares are indirectly held by the reporting person and directly held by Tutor-Saliba Corporation, an entity of which the reporting person is the sole stockholder and chief executive officer. |
| 3. Represents a stock option grant acquired on March 29, 2000 by the reporting person. |
| 4. The option vests as follows: 33% on the grant date, 33% on the first anniversary of the grant date and 33% on the second anniversary of the grant date. |
| 5. Represents a stock option grant acquired on January 4, 1999 by the reporting person. |
| 6. The option vests as follows: 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. |
| 7. Represents a stock option grant acquired on December 10, 1998 by the reporting person. |
| 8. The option vests as follows: 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. |
| 9. Represents a stock option grant acquired on January 17, 1997 by the reporting person. |
| 10. The option vested in full on May 17, 2000. |
| Michael E. Ciskey, Attorney-in-Fact | 08/17/2004 | |
| ** 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. | ||