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
IRON MOUNTAIN INC [ NYSE:IRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/11/2005 | ||||||||||||||||||||||||||
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, par value $.01 per share | 03/11/2005 | G | V | 750,000 | D | $0 | 726,868 | D | ||
Common Stock, par value $.01 per share | 03/11/2005 | G | V | 750,000 | A | $0 | 750,000 | I(1) | spouse ownership | |
Common Stock, par value $.01 per share | 03/31/2005 | G | V | 750,000 | D | $0 | 0 | I(1) | spouse ownership | |
Common Stock, par value $.01 per share | 03/31/2005 | G | V | 63,744 | D | $0 | 0 | I(1) | in trust for children | |
Common Stock, par value $.01 per share | 03/31/2005 | G | V | 813,744 | A | $0 | 813,744 | I(1) | in family owned LLC | |
Common Stock, par value $.01 per share | 1,967,059 | I(2) | by contract |
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 | ||||||||
Call Option(3) | $46.58 | 08/26/2005 | J(5) | 1 | 07/28/2008 | 07/28/2008 | Common Stock | 214,790 | $0 | 1 | D | ||||
Put Option(4) | $31.05 | 08/26/2005 | P(5) | 1 | 07/28/2008 | 07/28/2008 | Common Stock | 214,790 | $0 | 1 | D | ||||
Call Option(3) | $46.58 | 08/26/2005 | J(5) | 1 | 08/26/2008 | 08/26/2008 | Common Stock | 214,789 | $0 | 1 | D | ||||
Put Option(4) | $31.05 | 08/26/2005 | P(5) | 1 | 08/26/2008 | 08/26/2008 | Common Stock | 214,789 | $0 | 1 | D | ||||
Call Option(3) | $46.58 | 08/26/2005 | J(5) | 1 | 09/26/2008 | 09/26/2008 | Common Stock | 214,789 | $0 | 1 | D | ||||
Put Option(4) | $31.05 | 08/26/2005 | P(5) | 1 | 09/26/2008 | 09/26/2008 | Common Stock | 214,789 | $0 | 1 | D |
Explanation of Responses: |
1. Please see Exhibit 99 attached to this Form 4 for the text of this footnote 1. |
2. Pursuant to a deferred compensation arrangement relating to Mr. Reese's former services as President of Schooner Capital Corporation ("Schooner"), upon the earlier to occur of (i) sale or exchange by Schooner Capital Trust of substantially all of the shares of Iron Mountain Incorporated Common Stock, par value $.01 per share ("Common Stock") held by Schooner Capital Trust and (ii) the cessation of Mr. Reese's employment with Iron Mountain Incorporated, Schooner Capital Trust is required to transfer such shares of Common Stock to Mr. Reese or cash in an amount equal to then current fair market value of such shares of Common Stock. |
3. Obligation to sell. |
4. Right to sell. |
5. Mr. Reese entered into a zero-cost collar arrangement with a third party pursuant to which he wrote covered call options and purchased put options for an aggregate of 644,368 shares of common stock. If Mr. Reese exercises any put option or his counterparty exercises any covered call option, Mr. Reese will receive proceeds separately upon settlement of the zero-cost collar arrangement on or around the listed expiration dates. Only one of the options can be in the money on the expiration date, at which time the applicable in-the-money option will be exercised (or settled for cash), and the other option will expire. If neither applicable option is in-the-money on the expiration date, both options will expire. |
Remarks: |
Exhibit 99: Text of footnote 1 |
/s/ C. Richard Reese | 08/30/2005 | |
** 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. |