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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) | $ 9.3125 | 05/27/2005 | D | 40,000 | (2) | 05/17/2006 | Common Stock | 40,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 5.7188 | 05/27/2005 | D | 8,000 | (3) | 05/16/2007 | Common Stock | 8,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 11.1875 | 05/27/2005 | D | 8,000 | (4) | 05/15/2008 | Common Stock | 8,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 70.0625 | 05/27/2005 | D | 6,000 | (5) | 05/12/2009 | Common Stock | 6,000 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 20.4375 | 05/27/2005 | D | 6,000 | (6) | 05/19/2010 | Common Stock | 6,000 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 21.65 | 05/27/2005 | D | 6,000 | (7) | 05/04/2011 | Common Stock | 6,000 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 16.12 | 05/27/2005 | D | 6,000 | (8) | 05/03/2012 | Common Stock | 6,000 | (8) | 0 | D | ||||
| Stock Option | $ 17.06 | 05/27/2005 | D | 2,640 | (9) | 05/23/2013 | Common Stock | 2,640 | (9) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 17.06 | 05/27/2005 | D | 10,000 | (10) | 05/23/2013 | Common Stock | 10,000 | (10) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 22.84 | 05/27/2005 | D | 10,000 | (11) | 05/13/2014 | Common Stock | 10,000 | (11) | 0 | D | ||||
| Stock Option | $ 22.84 | 05/27/2005 | D | 1,972 | (12) | 05/13/2014 | Common Stock | 1,972 | (12) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GALIARDO JOHN W 3400 CENTRAL EXPRESSWAY SANTA CLARA, CA 95051 |
X | |||
| John W. Galiardo | 06/01/2005 | |
| **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 merger agreement between issuer and Advanced Medical Optics, Inc. in exchange for 2,208 shares of Advanced Medical Optics, Inc. common stock on the effective date of the merger. |
| (2) | This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of May 17, 1996, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 25,690 shares of Advanced Medical Optics, Inc. common stock for $14.50 per share. |
| (3) | This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of May 16, 1997, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 5,138 shares of Advanced Medical Optics, Inc. common stock for $8.91 per share. |
| (4) | This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of May 15, 1998, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 5,138 shares of Advanced Medical Optics, Inc. common stock for $17.42 per share. |
| (5) | This option, which was fully vested as of the grant date of May 12, 1999, was canceled pursuant to the terms of the merger agreement. |
| (6) | This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of May 19, 2000, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 3,853 shares of Advanced Medical Optics, Inc. common stock for $31.83 per share. |
| (7) | This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of May 4, 2001, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 3,853 shares of Advanced Medical Optics, Inc. common stock for $33.72 per share. |
| (8) | This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of May 3, 2002, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 3,853 shares of Advanced Medical Optics, Inc. common stock for $25.11 per share. |
| (9) | This option, which was fully vested as of the grant date of May 23, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 1,695 shares of Advanced Medical Optics, Inc. common stock for $26.58 per share. |
| (10) | This option, which was fully vested as of the grant date of May 23, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 6,422 shares of Advanced Medical Optics, Inc. common stock for $26.57 per share. |
| (11) | This option, which was fully vested as of the grant date of May 13, 2004, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 6,422 shares of Advanced Medical Optics, Inc. common stock for $35.57 per share. |
| (12) | This option, which was fully vested as of the grant date of May 13, 2004, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 1,266 shares of Advanced Medical Optics, Inc. common stock for $35.58 per share. |