SEC FORM 4

SEC 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
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^*

COPPLE BRIAN W

(Last)

(First)

(Middle)

121 INNOVATION DRIVE, SUITE 200

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EXULT INC [ EXLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corp. EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2004		J⁽¹⁾		7,150	D	$5.26	12,850	D
Common Stock	10/01/2004		D		12,850	D	$0	0⁽²⁾	D

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. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$2.98	10/01/2004		D			47,500	12/23/2003	12/23/2012⁽³⁾	Common Stock	47,500	$2.98	0⁽⁴⁾	D
Employee Stock Option (Right to Buy)	$4.55	10/01/2004		D			130,000	02/13/2004	02/13/2013⁽³⁾	Common Stock	130,000	$4.55	0⁽⁴⁾	D

Explanation of Responses:

1. Cancelled in satisfaction of income tax obligation arising from vesting of restricted stock.

2. Restricted shares vested and disposed of pursuant to merger agreement among issuer, Hewitt Associates, Inc. and a wholly-owned subsidiary of Hewitt. 7,150 shares cancelled in payment of income tax obligations and the balance exchanged for 2,570 shares of Hewitt Class A common stock having a market value of $27.25 per share at the effective time of the merger.

3. These options, which provided for vesting with respect to 25% of the underlying shares on the first anniversary of the date of grant, and with respect to the remaining 75% of the underlying shares in 36 equal consecutive monthly installments thereafter, terminated in connection with the merger of the Issuer and Hewitt Associates, Inc., resulting in a gross cash payment to the reporting person of $221,379.93, representing the amount by which the deal value of the common stock underlying the options exceeded the exercise price of the options. For this purpose, the "deal value" of the underlying common stock on the effective date of the merger was $5.37707 per share, calculated as 20% of the weighted average of the closing sale prices for Class A Common Stock of Hewitt Associates, Inc. for the ten full trading days immediately preceeding the effective date of the merger.

4. Out-of-the-money options terminated at the effective time of the merger without cash payment.

Remarks:

	Brian W. Copple	10/05/2004
	** 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).
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