| 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
VALERO ENERGY CORP/TX [ VLO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2002 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/11/2002 |
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, $.01 par value (bonus shares)(1) | 01/17/2002 | A | 123,655(2) | A | $0 | 1,056,080 | D | |||
| Common Stock, $.01 par value (settlement of '99 prf. shrs.) | 01/17/2002 | M | 20,000(2) | A | $0 | 1,076,080 | D | |||
| Common Stock, $.01 par value (settlement of '00 prf. shrs.) | 01/17/2002 | M | 48,334(2) | A | $0 | 1,124,414 | D | |||
| Common Stock, $.01 par value (settlement of '01 prf. shrs.) | 01/17/2002 | M | 50,000(2) | A | $0 | 1,174,414 | D | |||
| Common Stock, $.01 par value (exercise stock option) | 01/31/2002 | M | 35,248 | A | $19.919 | 1,209,662 | D | |||
| Common Stock, $.01 par value (shares withheld) | 01/31/2002 | F | 23,454 | D | $45.075 | 1,186,208(5) | D | |||
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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 | ||||||||
| performance shares (award) | (3) | 01/17/2002 | A | 77,000 | (3) | 01/17/2005 | common stock | (3) | (6) | 77,000 | D | ||||
| performance shares (settlement) | (4) | 01/17/2002 | M | 10,000 | 01/17/2002 | 01/17/2002 | common stock | 20,000 | (6) | 0 | D | ||||
| performance shares (settlement) | (4) | 01/17/2002 | M | 24,167 | 01/17/2002 | 01/17/2003 | common stock | 48,334 | (6) | 24,166 | D | ||||
| performance shares (settlement) | (4) | 01/17/2002 | M | 25,000 | 01/17/2002 | 01/17/2004 | common stock | 50,000 | (6) | 50,000 | D | ||||
| employee stock option (right to buy) | $19.919 | 01/31/2002 | M | 35,248 | 03/06/1995 | 03/06/2002 | common stock | 35,248 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Amending the filing to report the correct amount of bonus shares awarded (123,655 shares). The original filing erroneously reported the amount as 123,640 shares. |
| 2. The reporting person has elected to defer receipt of the bonus shares and the common shares representing settlement of his performance shares until the first day of January of the year following his retirement. |
| 3. Award of performance shares under the Valero Energy Corporation 2001 Executive Stock Incentive Plan. Any shares of common stock to be awarded in settlement of the performance shares will not be issued to the reporting person until the first day of January of the year following his retirement. The amount of common stock to be awarded to the reporting person is determined annually over a three-year period and is payable in amounts ranging from zero to 200% of the performance shares. |
| 4. Performance shares settled in 2002 were settled at 200% of the amount eligible for settlement. |
| 5. The 1,186,208 amount does not include 66,195.7622 shares indirectly owned by the reporting person in benefit plans. |
| 6. The derivative security did not have a purchase or sale price. |
| Remarks: |
| J. Stephen Gilbert, as Attorney-in-Fact for William E. Greehey | 10/09/2003 | |
| ** 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. | ||