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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 Options (Right to Buy) | $ 10.06 | 02/19/2008 | D | 2,820 | 01/22/2002(1) | 01/22/2012 | Common Stock | 2,820 | $ 79.44 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 40.25 | 02/19/2008 | D | 18,000 | 03/28/2007(2) | 02/28/2017 | Common Stock | 18,000 | $ 49.25 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 42.41 | 02/19/2008 | D | 3,100 | 12/15/2005(3) | 12/15/2015 | Common Stock | 3,100 | $ 47.09 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 44.43 | 02/19/2008 | D | 3,100 | 12/15/2005(3) | 12/15/2015 | Common Stock | 3,100 | $ 45.07 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 46.45 | 02/19/2008 | D | 3,100 | 12/15/2005(3) | 12/15/2015 | Common Stock | 3,100 | $ 43.05 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 48.47 | 02/19/2008 | D | 3,100 | 12/15/2005(3) | 12/15/2015 | Common Stock | 3,100 | $ 41.03 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 50.49 | 02/19/2008 | D | 3,100 | 12/15/2005(3) | 12/15/2015 | Common Stock | 3,100 | $ 39.01 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 33.73 | 02/19/2008 | D | 3,400 | 12/28/2004(4) | 12/28/2014 | Common Stock | 3,400 | $ 55.77 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 35.42 | 02/19/2008 | D | 3,400 | 12/28/2004(4) | 12/28/2014 | Common Stock | 3,400 | $ 54.08 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 37.19 | 02/19/2008 | D | 3,400 | 12/28/2004(4) | 12/28/2014 | Common Stock | 3,400 | $ 52.31 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 39.05 | 02/19/2008 | D | 3,400 | 12/28/2004(4) | 12/28/2014 | Common Stock | 3,400 | $ 50.45 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 41 | 02/19/2008 | D | 3,400 | 12/28/2004(4) | 12/28/2014 | Common Stock | 3,400 | $ 48.5 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 10.06 | 02/19/2008 | D | 18,798 | 01/22/2002(5) | 01/22/2012 | Common Stock | 18,798 | $ 79.44 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 22.365 | 02/19/2008 | D | 17,409 | 01/26/2004(6) | 01/26/2014 | Common Stock | 17,409 | $ 67.135 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 22.365 | 02/19/2008 | D | 21,070 | 01/26/2004(6) | 01/26/2014 | Common Stock | 21,070 | $ 67.135 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 12.115 | 02/19/2008 | D | 27,000 | 05/03/2000(7) | 05/03/2010 | Common Stock | 27,000 | $ 77.385 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 13.188 | 02/19/2008 | D | 29,220 | 10/30/2000(8) | 10/30/2010 | Common Stock | 29,220 | $ 76.312 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 10.12 | 02/19/2008 | D | 14,000 | 01/27/2003(9) | 01/27/2013 | Common Stock | 14,000 | $ 79.38 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 10.12 | 02/19/2008 | D | 8,212 | 01/27/2003(9) | 01/27/2013 | Common Stock | 8,212 | $ 79.38 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GROGAN THOMAS 1910 E. INNOVATION PARK DR TUCSON, AZ 85755 |
X | |||
| Lelslie Oaks, Attorney in Fact for Thomas Grogan | 02/19/2008 | |
| **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) | This option, which vested 20% after 12 months and 1/60th each month thereafter commencing on January 22,2002, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes. |
| (2) | This option, which provided for monthly vesting begining March 28, 2007, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes. |
| (3) | This option, which was fully vested at grant on December 15, 2005, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes. |
| (4) | This option, which was fully vested at grant on December 28, 2004, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes. |
| (5) | This option, which vested 20% after 12 months and 1/60th each month thereafter commencing on January 22, 2002, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes. |
| (6) | This option, which vested 20% after 12 months and 1/60th each month thereafter commencing on January 26, 2004, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes. |
| (7) | This option, which vested montly commencing on May 3, 2000, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes. |
| (8) | This option, which vested 20% after 12 months and 1/60th each month thereafter commencing on October 30, 2000, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes. |
| (9) | This option, which vested 20% after 12 months and 1/60th each month thereafter commencing on January 27, 2003, was cancelled in the merger in exchange for a cash payment equal to the product of (a) the excess of $89.50 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes. |