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
SYLVAN LEARNING SYSTEMS INC [ slvn ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2004 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock (Option Exercise) | 02/23/2004 | 02/25/2004 | M | 20,000 | A | $5.95 | 50,000 | D | ||
Restricted Common Stock | 72,000(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 | ||||||||
Stock Options | $5.95 | 02/23/2004 | 02/25/2004 | M | 20,000 | (2) | 10/01/2011 | Common Stock | 20,000 | $5.95 | 114,598 | D | |||
Stock Options | $5.95 | (3) | 01/02/2012 | Common Stock | 15,178 | 15,178 | D | ||||||||
Stock Options | $17.54 | (4) | 04/30/2013 | Common Stock | 120,000 | 120,000 | D | ||||||||
TOTAL OPTIONS | (3)(5) | (5) | (5) | Common Stock | 249,776(5) | 249,776(5) | D |
Explanation of Responses: |
1. All of the shares are currently nonvested and forfeitable as of the Grant Date of 4-30-2003. 25% of the shares will vest and become nonforfeitable on each anniversary of the Grant Date such that 100% of the shares will be vested and nonforfeitable on the fourth anniversary of the Grant Date. |
2. Various vested/exercisable dates: 33% became exercisable on 10/01/2002 33% became exercisable on 09/16/2003 (date agreement fully-executed) 34% will become exercisable on 10/01/2004 |
3. Various vested/exercisable dates: 33% became exercisable on 01/02/2003 33% became exercisable on 09/16/2003 (date agreement fully-executed) 34% will become exercisable on 01/02/2005 |
4. Opitons will vest in increments of 25% beginning on the 1st anniversary and will become 100% vested on the 4th anniversary. |
5. This entry represents ALL stock options owned. There are 3 option grants which have various exercise prices, exercisable dates and expiration dates (please see footnotes 2, 3 and 4.) |
William C. Dennis | 02/27/2004 | |
** 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. |