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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward Sale Contract (right/obligation to sell) | (1) | 09/05/2007 | J(1)(2) | 1 | (1) | (1)(2) | Common Stock | 300,000 | (1) (2) | 1 | I | By Limited Liability Company | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOFFETT JAMES R 1615 POYDRAS STREET NEW ORLEANS, LA 70112 |
X | Chairman of the Board | ||
| Cynthia M. Molyneux, on behalf of James R. Moffett pursuant to a power of attorney | 09/06/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On September 5, 2007, Moffett Holdings, L.L.C. (the "LLC") entered into a forward sale contract with a securities broker pursuant to which the LLC agreed to sell 300,000 shares of Common Stock to the securities broker on September 5, 2012 (the "Maturity Date") with the sale price to be determined and paid on the Maturity Date as follows: if the closing sale price of a share of Common Stock on the Maturity Date is $80.6394 or less, the sale price will be $80.6394 per share; if the closing sale price of a share of Common Stock on the Maturity Date is $134.3094 or more, the sale price will be $134.3094 per share; if the closing sale price of a share of Common Stock on the Maturity Date is between $80.6394 and $134.3094, the per share sale price will be the closing sale price on the Maturity Date. The LLC may instead elect to settle the contract in cash and retain ownership of the 300,000 shares. |
| (2) | The LLC has pledged 300,000 shares of the Common Stock to secure its obligations under the contract. The LLC will continue to hold beneficial ownership, and have voting rights and the right to receive quarterly dividend payments of $.3125 per share with respect to the shares for the term of the contract. |
| (3) | Based on plan statement as of June 30, 2007. |
| (4) | The Reporting Person disclaims beneficial ownership of these shares. |
| Remarks: The Reporting Person's beneficial ownership also includes options to acquire a total of 2,250,000 shares of Common Stock, all of which are unvested. | |