4 1 e02pear4.txt SUZANNE PEARL 02/19/2003 FORM 4 U.S. SECURITIES AND EXCHANGE COMMISSION STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP ( ) Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting 2. Issuer Name and 3. IRS or Social 4. Statement 5. If Amendment, Person Ticker or Trading Security for Date of Symbol Number of Month/Year Original Reporting Person (Month/Year) (Voluntary) Pearl, Suzanne Viad Corp 02-19-2003 Viad Corp VVI Viad Tower, Station 0942 Phoenix, AZ 85077-0942 6. Relationship of Reporting Person to Issuer (Check all applicable) _Director _10% Owner _Officer (give title below) _Other (specify below) X VP-Human Resources 7. Individual or Joint/Group Reporting [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 2. Trans- 3. Trans- 4. Securities aquired (A) 5. Amount of 6. Owner- 7. Nature of Indirect Security action action or Disposed of (D) Securities Ship Beneficial Ownership (Instr. 3) Date Code (Instr. 3, 4 and 5) Beneficially Form: (Instr. 4) (Instr. Owned at Direct (Month/ 8) (A) End of Month (D) or Day/ or (Instr. 3 Indirect Year) Code V Amount (D) Price and 4) (I) Common Stock 02-19-2003 A 6,000 A D (a) (a) Common Stock 02-19-2003 A 8,400 A 41,237 D (b) (b) Common Stock 2,503.063 I 401(k) Plan Table II - Derivative Securities Acquired, Disposed of, or Beneficially owned (e.g., puts, calls, warrants, options, convertable securities) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Title of Con- Trans- Trans- Number of Date exer- Title and Amount Price Number Owner- Nature Derivative version action action Derivative cisable and of Underlying of of Ship of Security or Date Code Securities Expiration Securities Deriv- Deriv- Form Indirect (Instr. 3) Exercise (Instr. Acquired (A) Date (Instr. 3 and 4) ative ative of Bene- Price of 8) or Disposed (Month/ Secu- Secu- Deriv- ficial Deriv- of (D) Day/Year) rity rities ative Owner- ative (Instr. 3, (Instr. Bene- Secu- ship Security 4 and 5) 5) fically rity: (Instr. Owned Direct 4) at end (D) or ( Amount of Indi- Month/ C Date Expi- or Month rect Day/ O Exer- ra- Number (Instr. (I) Year D cis- tion of 4) (Instr. ) E V (A) (D) able Date Title Shares 4) Option-right to buy $20.51 02-19 A 18,400 02-19 Common Stock 18,400 18,400 D -2003 -2013 (c) (c)
Explanation of responses: a. Restricted stock awarded pursuant to 1997 Viad Corp Omnibus Incentive Plan. b. Performance-based restricted stock awarded pursuant to 1997 Viad Corp Omnibus Incentive Plan. c. Granted pursuant to 1997 Viad Corp Omnibus Incentive Plan, as amended 5-14-2002; each ten-year option contains the right to surrender the option for cash, which right is only exercisable during certain tender offers. The Corporation may permit a participant exercising an option to surrender already owned stock in payment of exercise price, and to surrender stock, to which participant is entitled as a result of such exercise, to satisfy a tax withholding requirement. 33 1/3% of options are exercisable one year after grant, 33 1/3% are exerciseable two years after grant and the remaining balance are exercisable three years after grant. Signature of Reporting Person: /s/Scott E. Sayre, Attorney-in-Fact -------------------------------------------------- Scott E. Sayre, Attorney-in-Fact