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 or Section 30(h) of the Investment Company Act of 1940 |
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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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PG&E CORP [ PCG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/31/2003 | M | 358,975 | A | $0 | 435,940 | D | |||
Common Stock | 12/31/2003 | D | 358,975 | D | $27.77 | 76,965 | D | |||
Common Stock | 01/02/2004 | M | 7,500 | A | $34.25(1) | 84,465 | D | |||
Common Stock | 01/02/2004 | S(2) | 1,000 | D | $27.77 | 83,465 | D | |||
Common Stock | 01/02/2004 | S(2) | 6,500 | D | $27.75 | 76,965 | D | |||
Common Stock | 01/02/2004 | A | 21,890(3) | A | $0 | 98,855 | D | |||
Common Stock | 01/02/2004 | S(2) | 5,700 | D | $27.45 | 93,155 | D | |||
Common Stock | 01/02/2004 | S(2) | 3,000 | D | $27.52 | 90,155 | D | |||
Common Stock | 01/02/2004 | S(2) | 866 | D | $27.53 | 89,289 | D | |||
Common Stock | 01/02/2004 | S(2) | 4,178 | D | $27.55 | 85,111 | D | |||
Common Stock | 01/02/2004 | S(2) | 2,000 | D | $27.59 | 83,111 | D | |||
Common Stock | 01/02/2004 | S(2) | 300 | D | $27.6 | 82,811 | D | |||
Common Stock | 01/02/2004 | S(2) | 100 | D | $27.64 | 82,711 | D | |||
Common Stock | 01/05/2004 | M | 8,500 | A | $28.25 | 91,211 | D | |||
Common Stock | 01/05/2004 | S(2) | 8,500 | D | $27.4 | 82,711 | D | |||
Common Stock | 01/05/2004 | M | 45,334 | A | $12.625 | 128,045 | D | |||
Common Stock | 01/05/2004 | S(2) | 34 | D | $27.33 | 128,011 | D | |||
Common Stock | 01/05/2004 | S(2) | 5,000 | D | $27.35 | 123,011 | D | |||
Common Stock | 01/05/2004 | S(2) | 25,300 | D | $27.4 | 97,711 | D | |||
Common Stock | 01/05/2004 | S(2) | 5,000 | D | $27.44 | 92,711 | D | |||
Common Stock | 01/05/2004 | S(2) | 10,000 | D | $27.45 | 82,711(4)(5) | D | |||
Common Stock | 27,342.08(6) | I | Held by Trustee of PG&E Corporation Retirement Savings Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Phantom Stock | (7) | 12/31/2003 | M | 358,975 | 12/31/2003 | 12/31/2003 | Common Stock | 358,975 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $27.23 | 01/02/2004 | A | 107,550 | (8) | 01/03/2014 | Common Stock | 107,550 | $0 | 107,550 | D | ||||
Stock Option (Right to Buy) | $34.25 | 01/02/2004 | M | 7,500 | (9) | 01/04/2004 | Common Stock | 7,500 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $28.25 | 01/05/2004 | M | 8,500 | (10) | 01/03/2006 | Common Stock | 8,500 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $12.625 | 01/05/2004 | M | 45,334 | 01/05/2003 | 01/06/2011 | Common Stock | 45,334 | $0 | 90,666 | D |
Explanation of Responses: |
1. Represents actual exercise price; upon exercise, reporting person was entitled to receive accrued dividend equivalents which offset the exercise price. |
2. Transaction pursuant to reporting person's Rule 10b5-1 instruction. |
3. Restricted shares granted under the PG&E Corporation Long-Term Incentive Program. |
4. Includes 8,506 Special Incentive Stock Ownership Premiums (SISOPs) (phantom stock) awarded pursuant to the PG&E Corporation Executive Stock Ownership Program. SISOPs vest three years after the date of grant subject to accelerated vesting upon certain events. Unvested SISOPs are subject to forfeiture if certain stock ownership targets are not met. Vested SISOPs are automatically payable in an equal number of shares following termination of employment. |
5. The reporting person disclaims beneficial ownership of 3,884 shares included in this total. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any purchase. |
6. Represents the approximate number of shares of PG&E Corporation common stock held for the reporting person in the PG&E Corporation Retirement Savings Plan (RSP). That fund holds units consisting of PG&E Corporation common stock and a small short-term investments component. The number of shares is computed by dividing the value of the units by the daily closing price. Dividends are automatically invested in additional units at the election of the participant. Holdings have been trued up to conform to RSP balance at January 2, 2004. |
7. 1 for 1 |
8. 25% of the options may be exercised on the first anniversary date of the grant, 50% on or after the second anniversary, 75% on or after the third anniversary, and 100% on or after the fourth anniversary of the date of grant. |
9. The option vested in three equal installments on January 3, 1996, 1997, and 1998. |
10. The option vested in equal installments on January 2, 1998, 1999, and 2000. |
Remarks: |
Eric Montizambert, Attorney-in-Fact for Gordon R. Smith (signed Power of Attorney on file with SEC) | 01/05/2004 | |
** 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. |