-----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, WF99ArpR03c3Zhgz5g34UMut8oWMGcMmVTGqTKVnrO0wHUfxVcSeKwAUd7kbfnxj GKidb/qUNJpthrg58T1LCw== 0000883977-07-000046.txt : 20071003 0000883977-07-000046.hdr.sgml : 20071003 20071003164121 ACCESSION NUMBER: 0000883977-07-000046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071001 FILED AS OF DATE: 20071003 DATE AS OF CHANGE: 20071003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CATALINA MARKETING CORP/DE CENTRAL INDEX KEY: 0000883977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 330499007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 BUSINESS PHONE: 7275795000 MAIL ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KUEHNLE EDWARD C CENTRAL INDEX KEY: 0001262617 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11008 FILM NUMBER: 071154093 BUSINESS ADDRESS: STREET 1: INFORMATION RESOURCES STREET 2: 150 NORTH CLINTON CITY: CHICAGO STATE: IL ZIP: 60661-1416 BUSINESS PHONE: 3127267661 4 1 c0001262617d20071003f4f.xml PRIMARY DOCUMENT X0202 4 2007-10-01 1 0000883977 CATALINA MARKETING CORP/DE POS 0001262617 KUEHNLE EDWARD C 200 CARILLON PARKWAY ST. PETERSBURG FL 33716-1242 0 1 0 0 Executive Vice President Common Stock 2007-10-01 5 J 0 25090 22.85 A 58122.586 D Common Stock 2007-10-01 5 J 0 17890 31.3 A 76012.586 D Common Stock 2007-10-01 5 J 0 25090 32.5 D 50922.586 D Common Stock 2007-10-01 5 J 0 17890 32.5 D 33032.586 D Common Stock 2007-10-01 5 J 0 1994 32.5 D 31038.586 D Common Stock 2007-10-01 5 J 0 31038.586 32.5 D 0 D Common Stock 2007-10-01 5 J 0 135240 27.1 A 135240 D Common Stock 2007-10-01 5 J 0 135240 32.5 D 0 D Common Stock 2007-10-01 5 J 0 13060 0 A 13060 D Common Stock 2007-10-01 5 J 0 13060 32.5 D 0 D Stock Option 0 2007-10-01 5 J 0 13060 0 D 2006-08-08 2015-08-08 Common Stock 13060 61940 D Stock Option 27.1 2007-10-01 5 J 0 135240 0 D 2006-01-28 2015-03-14 Common Stock 135240 14760 D Stock Appreciation Right 22.85 2007-10-01 5 J 0 25090 0 D 2007-04-18 2016-04-18 Common Stock 25090 0 D Stock Appreciation Right 31.3 2007-10-01 5 J 0 17890 0 D 2008-02-28 2017-02-28 Common Stock 17890 0 D Prior to 10/1/07, such Stock Appreciation Rights would become fully vested 4 years from the grant date, vesting annualy at a rate of 25% per year beginning on the one year anniversary of the grant date, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Appreciatioin Rights became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Appreciation Right multiplied by the amount which $32.50 exceeded the exercise price of each Stock Appreciation Right, without interest and less any required withholding taxes. As a result of the merger of Checkout Acquisition Corp. with an into the issuer, each share of Catalina common stock issued and outstanding immediately prior to the effective time of the merger was automatically converted into the right to receive $32.50 in cash, without interest and less any required withholding taxes. Prior to 10/1/07, such Performance Based Restricted Stock would become fully vested 3 years from the grant date if the Company met certain thresholds for a specified cumulative performance metric or such Service Based Restricted Stock would become fully vested 4 years from the grant date subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the restricted stock became fully vested and was converted into the right to receive $32.50 per share, without interest and less any required withholding taxes. Prior to 10/1/07, the options vested annualy at a rate of 25% per year beginning on January 28, 2006, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Options became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Option multiplied by the amount which $32.50 exceeded the exercise price of each Stock Option, without interest and less any required withholding taxes. Prior to 10/1/07, such Stock Options would become fully vested 4 years from the grant date, vesting annualy at a rate of 25% per year beginning on the one year anniversary of the grant date, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Options became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Option multiplied by the amount which $32.50 exceeded the exercise price of each Stock Option, without interest and less any required withholding taxes. /s/ James Flanigan for Edward Kuehnle by POA 2007-10-03 -----END PRIVACY-ENHANCED MESSAGE-----