Edgar Filing: COMCAST CORP

Form 4

FORM 4		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	OMB APPROVAL
o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).		OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.......................0.5
(Print or Type Responses)

1. Name and Address of Reporting Person* Cohen David L.	2. Issuer Name and Ticker or Trading Symbol Comcast Corporation (formerly named AT&T Comcast Corporation): CMCSA and CMCSK						6. Relationship of Reporting Person(s) to Issuer (Check all applicable) o Director o 10% Owner x Officer o Other (specify below) (give title below) Executive Vice President
(Last) (First) (Middle) Comcast Corporation 1500 Market Street	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)			4. Statement for Month/Day/Year November 18, 2002
(Street) Philadelphia PA 19102				5. If Amendment, Date of Original (Month/Day/Year) November 20, 2002			7. Individual or Joint/Group Filing (Check Applicable Line) x Form filed by One Reporting Person o 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 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Owner- ship (Instr. 4)
1. Title of Security (Instr. 3)			Code	V	Amount	(A) or (D)	Price
Class A Special Common Stock	11/18/02		A		20,000	A	(1)	20,000	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).
Potential persons who are to 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.

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FORM 4 (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
    Deri-
    vative
    Security(1)

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 Deriv-
    ative 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
    Deriv-
    ative
    Security
    (Instr.
    5)

9. Number
    of Deriv-
    ative
    Securities
    Bene-
    ficially
    Owned
    Following
    Reported
    Trans-
    action(s)
    (Instr. 4)

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

11. Nature
      of
      Indirect
      Benefi-
      cial
      Owner-
      ship
      (Instr. 4)

Code

(A)(1)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares(1)

Option to Purchase
Class A Special
Common Stock

$23.8400

11/18/02

37,746

(2)

7/01/2012

Class A Special
Common Stock

37,746

Option to Purchase
Class A Special
Common Stock

$23.8400

11/18/02

462,254

(3)

7/01/2012

Class A Special
Common Stock

462,254

Option to Purchase
Class A Special
Common Stock

$23.8400

11/18/02

110,000

(4)

10/28/2012

Class A Special
Common Stock

110,000

Explanation of Responses:

(1)

Shares and options to purchase shares of Issuer common stock were acquired pursuant to the merger of each of Comcast Holdings Corporation (formerly named Comcast Corporation) and Comcast Cable Communications Holdings, Inc. (formerly named AT&T Broadband Corp.) with wholly-owned subsidiaries of the Issuer.

(2)	4,194 shares are exercisable on each of 7/01/2004, 7/01/2005, 7/01/2006, 7/01/2007, 7/01/2008, 7/01/2009, 7/01/2010, 7/01/2011 and 1/01/2012.

(3)	145,806 shares are exercisable on 7/01/2004; 70,806 shares are exercisable on each of 7/01/2005, 7/01/2006 and 7/01/2007; and 20,806 shares are exercisable on each of 7/01/2008, 7/01/2009, 7/01/2010, 7/01/2011 and 1/01/2012.

(4)	35,500 shares are exercisable on 10/28/2004; 17,750 shares are exercisable on each of 10/28/2005, 10/28/2006 and 10/28/2007; and 4,250 shares are exercisable on each of 10/28/2008, 10/28/2009, 10/28/2010, 10/28/2011 and 4/28/2012.

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/s/ David L. Cohen		December 5, 2002

** Signature of Reporting Person		Date
David L. Cohen

**		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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