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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, 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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1. Title of Derivative Security | 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 | 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 of Derivative Security: 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 | ||||||||
Option-to-Buy | $23.09 | 10/05/2007 | D | 56,962 | (5) | 12/03/2012 | Common Shares | 56,962 | $37.66 | 0 | D | ||||
Dividend Equivalent Units | (6) | 10/05/2007 | D | 520 | (6) | (6) | Common Shares | 520 | (6) | 0 | D |
Represents performance units issued under the Issuer's Special Long-Term Incentive Program, subject to three-year performance period running from 2006-2009. Pursuant to a merger agreement between Issuer and affiliates of Tishman Speyer Real Estate Venture VII, L.P. and Lehman Brothers Holdings Inc. (the "Merger Agreement"), such units became fully vested and free of any forfeiture restrictions, and were each considered an outstanding common share for purposes of the Merger Agreement. In connection with the the merger, the units were cancelled in exchange for a cash payment of $60.75 per unit | |
Direct total includes 8,892 common shares, the 39,878 performance units and 95,654 Restricted Stock Units, all of which were disposed of in the merger at $60.75 per share. | |
Shares held in Issuer's 401(k) Plan, disposed of pursuant to the Merger Agreement, and cancelled in exchange for the cash merger consideration of $60.75 per share. | |
Shares held in Issuer's Deferred Compensation Plan, disposed of pursuant to the Merger Agreement, and cancelled in exchange for the cash merger consideration of $60.75 per share. | |
This option, which is fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $2,145,189, representing the difference between the exercise price of the option and the cash merger consideration of $60.75 ($37.66 per share). | |
Represents outstanding Dividend Equivalent Units ("DEUs") awarded under Issuer's Long-Term Incentive Plan. DEUs accrue on certain option and Restricted Stock Unit grants and vest at the same rate as the underlying grant. Upon settlement DEUs convert to shares of ASN common stock on a 1 to 1 basis. DEUs have no expiration date. Pursuant to the Merger Agreement all DEUs became fully vested at the time of the merger and were cancelled in exchange for a cash payment of $60.75 per unit. |
Signatures | ||
Thomas S. Reif, Attorney-in-Fact on behalf of Charles E. Mueller, Jr. | 10/05/2007 | |
** 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. |