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
PHELPS DODGE CORP [ PD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2004 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Deferred Share Units(1) | (2) | 02/09/2004 | A(1) | 12.74 | (3) | (3) | Common Shares | 12.74 | $78.475 | 6,956.38 | D | ||||
Deferred Share Units(1) | (2) | 02/25/2004 | A(1) | 11.94 | (3) | (3) | Common Shares | 11.94 | $83.73 | 6,968.32 | D | ||||
Deferred Share Units(1) | (2) | 03/03/2004 | A(1) | 134.3 | (3) | (3) | Common Shares | 134.3 | $85.63 | 7,102.62 | D | ||||
Deferred Share Units(1) | (2) | 06/01/2004 | A(1) | 182.12 | (3) | (3) | Common Shares | 182.12 | $68.635 | 7,284.74 | D | ||||
Deferred Share Units(1) | (2) | 06/02/2004 | A(1) | 14.91 | (3) | (3) | Common Shares | 14.91 | $67.05 | 7,299.65 | D | ||||
Deferred Share Units(1) | (2) | 08/31/2004 | A(1) | 36.71 | (3) | (3) | Common Shares | 36.71 | $81.72 | 7,336.36 | D | ||||
Deferred Share Units(1) | (2) | 09/01/2004 | A(1) | 258.52 | (3) | (3) | Common Shres | 258.52 | $81.715 | 7,594.88 | D | ||||
Deferred Share Units(1) | (2) | 10/01/2004 | A(1) | 16.14 | (3) | (3) | Common Shares | 16.14 | $92.915 | 7,633.44(4) | D | ||||
Deferred Share Units(1) | (2) | 10/05/2004 | A(1) | 16.14 | (3) | (3) | Common Shares | 16.14 | $92.925 | 7,649.58 | D | ||||
Deferred Share Units(1) | (2) | 10/06/2004 | A(1) | 31.73 | (3) | (3) | Common Shares | 31.73 | $94.54 | 7,681.31 | D | ||||
Deferred Share Units(1) | (2) | 10/22/2004 | A(1) | 17.55 | (3) | (3) | Common Shares | 17.55 | $85.465 | 7,698.86 | D | ||||
Deferred Share Units(1) | (2) | 11/30/2004 | A(1) | 15.26 | (3) | (3) | Common Shares | 15.26 | $98.295 | 7,714.12 | D | ||||
Deferred Share Units(1) | (2) | 12/01/2004 | A(1) | 220.74 | (3) | (3) | Common Shares | 220.74 | $95.7 | 7,934.86 | D | ||||
Deferred Share Units(1) | (2) | 12/10/2004 | A(1) | 16.58 | (3) | (3) | Common Shares | 16.58 | $90.45 | 7,972.02(4) | D | ||||
Deferred Share Units(1) | (2) | 12/17/2004 | A(1) | 15.56 | (3) | (3) | Common Shares | 15.56 | $96.43 | 7,987.58 | D | ||||
Deferred Share Units(1) | (2) | 12/31/2004 | A(1) | 15.13 | (3) | (3) | Common Shares | 15.13 | $99.115 | 8,002.71 | D |
Explanation of Responses: |
1. Acquisition of deferred share units through the Deferred Compensation Plan for the Directors of Phelps Dodge Corporation, exempt pursuant to Rule 16b-3(d). Share numbers and prices do not reflect two-for-one stock split effected on March 13, 2006. |
2. Each deferred share unit represents the right to receive one Phelps Dodge Corporation common share or the cash value thereof. |
3. Deferred share units are exercisable by the reporting person at any time. |
4. Includes allocation of dividends under the Deferred Compensation Plan for the Directors of Phelps Dodge Corporation. |
Remarks: |
For each transaction reported herein, the responses to Items 5 and 9, "Number of Derivative Securities," Item 7, "Title and Amount of Underlying Securities" and Item 8, "Price of Derivative Security," have not been adjusted to reflect the two-for-one stock split effected on March 13, 2006. |
/s/ S. David Colton, Attorney-in-fact for Archie W. Dunham | 04/13/2006 | |
** 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. |