SEC Form 4
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*
Williams Eric
(Last) (First) (Middle)
200 CARILLON PARKWAY
(Street)
ST. PETERSBURG FL 33716-1242
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CATALINA MARKETING CORP/DE [ POS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Information Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 10/01/2007 J(1) V 15,149 D $32.5 19,055.026 D
Common Stock 10/01/2007 J(2) V 19,055.026 D $32.5 0 D
Common Stock 10/01/2007 J(3) V 12,746.522 A $32.5 12,746.522 D
Common Stock 10/01/2007 J(3) V 12,746.522 D $32.5 0 D
Common Stock 10/01/2007 J(4) V 16,640 A $22.85 16,640 D
Common Stock 10/01/2007 J(4) V 9,730 A $31.3 26,370 D
Common Stock 10/01/2007 J(4) V 16,640 D $32.5 9,730 D
Common Stock 10/01/2007 J(4) V 9,730 D $32.5 0 D
Common Stock 10/01/2007 J(5) V 9,255 A $28.8333 9,255 D
Common Stock 10/01/2007 J(5) V 9,255 D $32.5 0 D
Common Stock 10/01/2007 J(5) V 10,500 A $26.31 10,500 D
Common Stock 10/01/2007 J(5) V 10,500 D $32.5 0 D
Common Stock 10/01/2007 J(6) V 26,069 A $20.2 26,069 D
Common Stock 10/01/2007 J(6) V 26,069 D $32.5 0 D
Common Stock 10/01/2007 J(7) V 50,000 A $27.7 50,000 D
Common Stock 10/01/2007 J(7) V 50,000 D $32.5 0 D
Common Stock 10/01/2007 J(7) V 27,452 A $24.1 27,452 D
Common Stock 10/01/2007 J(7) V 27,452 D $32.5 0 D
Common Stock 10/01/2007 J(1) V 14,368 D $32.5 0 I Held by wife, Janet K. Williams
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 $0 10/01/2007 J(7) V 27,452 08/08/2006 08/08/2015 Common Stock 27,452 $0 22,548 D
Stock Option $20.2 10/01/2007 J(6) V 26,069 02/11/2005 07/26/2014 Common Stock 26,069 $0 11,431 D
Stock Option $26.31 10/01/2007 J(5) V 10,500 07/25/2003 07/25/2012 Common Stock 10,500 $0 0 D
Stock Option $27.7 10/01/2007 J(7) V 50,000 11/18/2005 11/18/2014 Common Stock 50,000 $0 0 D
Stock Option $28.8333 10/01/2007 J(5) V 9,255 04/16/2000 04/16/2009 Common Stock 9,255 $0 0 D
Phantom Stock Unit $0 10/01/2007 J(3) V 12,746.522 08/08/1988 08/08/1988 Common Stock 12,746.522 $32.5 0 D
Stock Appreciation Right $22.85 10/01/2007 J(4) V 16,640 04/18/2007 04/18/2016 Common Stock 16,640 $0 0 D
Stock Appreciation Right $31.3 10/01/2007 J(4) V 9,730 02/28/2008 02/28/2017 Common Stock 9,730 $0 0 D
Explanation of Responses:
1. 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.
2. 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.
3. As a result of the merger of Checkout Acquisition Corp. with an into the issuer, each holder of a Catalina phantom stock unit that was held in the Catalina Marketing Corporation Deferred Compensation Plan received a number of unrestricted shares of Catalina common stock equal to the number of shares of Catalina common stock underlying such Catalina phantom stock unit and each such share was automatically converted into the right to receive the per share merger consideration ($32.50), without interest. The cash amount due to the individual will be deposited into the individual's deferred compensation plan book account and will be payable to the individual only in accordance with the terms of the deferred compensation plan.
4. 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.
5. As a result of the merger of Checkout Acquisition Corp. with an into the issuer, the option thereafter was 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.
6. Prior to 10/1/07, the options vested annualy at a rate of 25% per year beginning on February 11, 2005, 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.
7. 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 Eric Williams by POA 10/03/2007
** Signature of Reporting Person Date
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