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
TYCO INTERNATIONAL LTD /BER/ [ TYC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/29/2007 | ||||||||||||||||||||||||||
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 Shares | 45,000(1) | D |
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 | ||||||||
Restricted Stock Units | (2) | 06/29/2007 | A(3) | 76,129 | (3) | (3) | Common Shares | 76,129 | $0 | 76,129 | D | ||||
Stock Option (Right to Buy) | $56.6 | 06/29/2007 | A(4) | 24,874 | (4) | 03/07/2015 | Common Shares | 24,874 | $0 | 24,874 | D | ||||
Stock Option (Right to Buy) | $56.87 | 06/29/2007 | A(4) | 62,187 | (4) | 03/10/2015 | Common Shares | 62,187 | $0 | 62,187 | D | ||||
Stock Option (Right to Buy) | $48.14 | 06/29/2007 | A(4) | 188,841 | (4) | 11/20/2016 | Common Shares | 188,841 | $0 | 188,841 | D | ||||
Stock Option (Right to Buy) | $46.07 | 06/29/2007 | A(4) | 62,187 | (4) | 11/22/2015 | Common Shares | 62,187 | $0 | 62,187 | D | ||||
Restricted Stock Units | (2) | 07/02/2007 | A(5) | 43,200 | (5) | (5) | Common Shares | 43,200 | $0 | 43,200 | D | ||||
Performance Share Units | (2) | 07/02/2007 | A(6) | 43,200 | (6) | (6) | Common Shares | 43,200 | $0 | 43,200 | D | ||||
Stock Option (Right to Buy) | $53.36 | 07/02/2007 | A(7) | 139,000 | (7) | 07/01/2017 | Common Shares | 139,000 | $0 | 139,000 | D |
Explanation of Responses: |
1. Includes Tyco International Ltd. common shares adjusted to reflect the four-for-one reverse stock split effected on June 29, 2007. Pursuant to the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, this transaction is not required to be reported. |
2. Conversion is 1-for-1. |
3. Consists of previously granted restricted stock units and performance share units adjusted pursuant to the terms of the original grant agreement to reflect the separation and distribution of Tyco Electronics Ltd. and Covidien Ltd. by and from Tyco International Ltd. on June 29, 2007. Restricted stock units generally vest in equal installments on the 2nd, 3rd and 4th anniversary of the grant date, receive dividend equivalent stock units and convert to common shares upon vesting. Former performance share units converted into restricted stock units upon the separation and will vest on the third anniversary of the original grant date, without regard to the attainment of performance metrics. |
4. Consists of previously granted stock options adjusted pursuant to the terms of the original grant agreement to reflect the separation and distribution of Tyco Electronics Ltd. and Covidien Ltd. by and from Tyco International Ltd. on June 29, 2007. The stock options vest and are exercisable on the schedule set forth in the original grant agreement. |
5. Restricted stock units vest in equal installments on the 2nd, 3rd and 4th anniversary of the grant date, receive dividend equivalent stock units and convert to common shares upon vesting. |
6. These performance share units will vest on the third anniversary of the grant date, at which time the Reporting Person will receive a distribution of common shares based on the performance targets approved by a committee of independent directors at the time of grant. |
7. Subject to acceleration upon certain events, these options are exercisable in equal installments over a four year period commencing on the first anniversary of the grant date. |
John S. Jenkins, by power of attorney | 07/03/2007 | |
** 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. |