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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 | ||||||||
| Stock Option (Right to Buy) | $ 21.49 | 01/23/2007 | D | 5,000 | (6) | 05/25/2014 | Common Stock | 5,000 | $ 16.51 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 19.56 | 01/23/2007 | D | 15,000 | (7) | 05/19/2015 | Common Stock | 15,000 | $ 18.44 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 27.61 | 01/23/2007 | D | 7,500 | (8) | 05/16/2016 | Common Stock | 7,500 | $ 10.39 | 0 | D | ||||
| Restricted Stock Units | (9) | 01/23/2007 | D | 589 | (9) | (9) | Common Stock | 589 | $ 38 | 0 | D | ||||
| Restricted Stock Units | (10) | 01/23/2007 | D | 589 | (10) | (10) | Common Stock | 589 | $ 38 | 0 | D | ||||
| Restricted Stock Units | (11) | 01/23/2007 | D | 1,124 | (11) | (11) | Common Stock | 1,124 | $ 38 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NAUDON CARLOS P C/O BANKING SPECTRUM, INC. 57 WEST 38TH STREET NEW YORK, NY 10018 |
X | |||
| /s/ Kenneth J. Saunders as attorney-in-fact | 01/24/2007 | |
| **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) | Disposed of pursuant to an Agreement and Plan of Merger among the issuer, Harpoon Acquisition Corporation, and Harpoon Merger Corporation in exchange for the right to receive $38.00 per share. |
| (2) | These shares were owned by The Enrique S. Naudon Trust, of which Susan Steingass, Mr. Naudon's spouse, is a trustee. Mr. Naudon disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that Mr. Naudon was the beneficial owner of any such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (3) | These shares were owned by The Ignacio S. Naudon Trust, of which Susan Steingass, Mr. Naudon's spouse, is a trustee. Mr. Naudon disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that Mr. Naudon was the beneficial owner of any such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (4) | These shares were owned by The Huguette Rivet Trust, of which Susan Steingass, Mr. Naudon's spouse, is a trustee. Mr. Naudon disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that Mr. Naudon was the beneficial owner of any such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (5) | These shares were owned by The Eric P. Steingass Trust dtd 12/22/97, of which Susan Steingass, Mr. Naudon's spouse, is a trustee. Mr. Naudon disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that Mr. Naudon was the beneficial owner of any such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (6) | This option, which was granted on May 25, 2004, was cancelled in the merger in exchange for a $82,550.00 cash payment, representing the excess of $38.00 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested. |
| (7) | This option, which was granted on May 19, 2005, was cancelled in the merger in exchange for a $276,600.00 cash payment, representing the excess of $38.00 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested. |
| (8) | This option, which was granted on May 16, 2006, was cancelled in the merger in exchange for a $77,925.00 cash payment, representing the excess of $38.00 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested. |
| (9) | These restricted stock units, which were granted on February 28, 2005 and represent the right to receive one share of common stock of the issuer per unit, were cancelled in the merger in exchange for a $22,382.00 cash payment, representing $38.00 multiplied by the number of restricted stock units. |
| (10) | These restricted stock units, which were granted on April 19, 2005 and represent the right to receive one share of common stock of the issuer per unit, were cancelled in the merger in exchange for a $22,382.00 cash payment, representing $38.00 multiplied by the number of restricted stock units. |
| (11) | These restricted stock units, which were granted on April 3, 2006 and represent the right to receive one share of common stock of the issuer per unit, were cancelled in the merger in exchange for a $42,712.00 cash payment, representing $38.00 multiplied by the number of restricted stock units. |