| 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
24/7 REAL MEDIA INC [ TFSM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2005 | ||||||||||||||||||||||||||
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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 | 11/15/2005 | A | 96,500(1) | A | $0 | 803,654(3) | D | |||
| Common Stock, par value $.01 per share | 11/15/2005 | A | 75,000(2) | A | $0 | 878,654 | D | |||
| Common Stock, par value $.01 per share | 11/15/2005 | G | 14,570 | D | $0 | 864,084 | 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 | ||||||||
| Stock Options (right to purchase) | $6.4 | 11/15/2005 | A | 250,000 | (4) | 11/14/2015 | Common Stock | 250,000 | $6.4 | 1,462,886 | D | ||||
| Stock Options (right to purchase) | $6.4 | 11/15/2005 | A | 250,000 | (5) | 11/14/2015 | Common Stock | 250,000 | $6.4 | 1,712,886 | D | ||||
| Stock Options (right to purchase) | $6.4 | 11/15/2005 | A | 50,000 | (6) | 11/14/2015 | Common Stock | 50,000 | $6.4 | 1,762,886 | D | ||||
| Explanation of Responses: |
| 1. The vesting of these shares is subject to performance under the Company's 2006 Executive Incentive Plan. To the extent that targets under the plan are achieved, shares will vest in three equal installments on March 10, 2007 (or the date on which the Company's 2006 financial statements are certified by the Company's independent accountants, if earlier), November 15, 2007 and November 15, 2008. |
| 2. The vesting of these shares is subject to performance under the Company's 2006 Three-Year Executive Incentive Plan. To the extent that targets under this plan are achieved, shares will vest on March 10, 2009 (or the date on which the Company's 2008 financial statements are certified by the Company's independent accountants, if earlier). |
| 3. Represents shares held individually and by a family trust, over which the reporting person has dispositive power and voting power. |
| 4. Issued under the 24/7 Real Media, Inc. 2002 Stock Incentive Plan on November 15, 2005 vesting over three equal installments on the first three anniversaries of the grant date. |
| 5. The vesting of these options is subject to performance under the Company's 2006 Executive Incentive Plan. To the extent targets under this plan are achieved, options will vest in three equal installments on March 10, 2007 (or the date on which the Company's 2006 financial statements are certified by the Company's independent accountants, if earlier), November 15, 2007 and November 15, 2008. |
| 6. The vesting of these options is subject to performance under the Company's 2006 Three-Year Executive Incentive Program. To the extent targets under this plan are achieved, options will vest on March 10, 2009 (or the date on which the Company's 2008 financial statements are certified by the Company's independent accountants, if earlier). |
| /s/ David J. Moore | 11/21/2005 | |
| ** 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. | ||