Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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).
    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL 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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net



1. Name and Address of Reporting Person*

Hanson, John

2. Issuer Name and Ticker or Trading Symbol
Arrow Electronics, Inc. (ARW)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

c/o Joy Global, Inc.
100 East Wisconsin Ave., Ste. 2780

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

397-38-8910

4. Statement for
Month/Year
December 2002

(Street)

Milwaukee, WI 53202

5. If Amendment,
Date of Original
(Month/Year)
 
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Common Stock

 

 

 

 

 

 

1,000

D

 

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).

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

FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Non-Employee Directors Plan Stock Option (1)

32.25

 

 

 

 

 

12/18/98

12/18/07

Common Stock

15,000

 

15,000

D

 

Non-Employee Directors Plan Stock Option

27.50

 

 

 

 

 

5/14/99

5/14/08

Common Stock

4,000

 

4,000

D

 

Non-Employee Directors Plan Stock Option

18.125

 

 

 

 

 

5/14/00

5/14/09

Common Stock

4,000

 

4,000

D

 

Non-Employee Directors Plan Stock Option

33.6875

 

 

 

 

 

5/23/01

5/23/10

Common Stock

4,000

 

4,000

D

 

Non-Employee Directors Plan Stock Option

26.52

 

 

 

 

 

5/11/02

5/11/11

Common Stock

4,000

 

4,000

D

 

Non-Employee Directors Plan Stock Option

26.23

 

 

 

 

 

5/23/03

5/23/12

Common Stock

4,000

 

4,000

D

 

Phantom Stock (2)

1 for 1

 

 

 

 

 

 

 

Common Stock

3687.28548

 

3687.28548

D

 

Explanation of Responses:

(1) Right to buy granted under the Arrow Electronics, Inc. Non-Employee Directors Stock Option Plan.
(2) Phantom Stock issued under the Arrow Electronics, Inc. Non-Employee Directors Deferral Plan and settled by issuance of shares of Common Stock following (i) termination of services as a Director, (ii) the occurence of an unforeseeable emergency or (iii) a change in control as defined in the Plan.

  By: /s/ Lori McGregor
             Attorney-in-fact
**Signature of Reporting Person
2/6/03
Date

**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.

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