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^*

FORBES SCOTT E

(Last)

(First)

(Middle)

LANDMARK HOUSE

HAMMERSMITH BRIDGE ROAD

(Street)

LONDON

W6 9EJ

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENDANT CORP [ CD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr Exec VP; Grp Managing Dir.

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2005

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 (series designated CD stock)	05/06/2005		M⁽¹⁾		28,804	A	$0	118,564	D
Common Stock (series designated CD stock)	05/06/2005		M⁽²⁾		62,308	A	$0	180,872	D
Common Stock (series designated CD stock)	05/06/2005		F⁽³⁾		40,646	D	$20.39	140,226	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)
Restricted Stock Units	$0	05/06/2005		M⁽¹⁾			28,804	04/22/2004⁽⁵⁾	⁽⁶⁾	Common Stock (series designated CD stock)	28,804	$0	0	D
Performance - Vesting Restricted Stock Units	$0	05/06/2005		M⁽²⁾	V		62,308	04/27/2005⁽⁴⁾	⁽⁶⁾	Common Stock (series designated CD stock)	62,308	$0	36,819	D
Performance - Vesting Restricted Stock Units	$0	05/06/2005		D	V		36,819	04/27/2005⁽⁷⁾	⁽⁶⁾	Common Stock (series designated CD stock)	36,819	$0	0	D

Explanation of Responses:

1. Represents restricted stock units which automatically converted to Common Stock (series designated CD stock) upon the vesting of such units on a one-to-one basis.

2. Represents performance vesting restricted stock units which automatically converted to Common Stock (series designated CD stock) upon the vesting of such units on a one-to-one basis.

3. Represents tax withholdings in connection with the vesting of 62,308 shares of performance vesting restricted stock units and 28,804 shares of restricted stock units on May 6, 2005.

4. Original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008. Vesting was accelerated due to Mr. Forbes' departure from Cendant on May 6, 2005.

5. Original grant vests in four equal installments on April 22, 2004, 2005, 2006 and 2007. Vesting was accelerated due to Mr. Forbes' departure from Cendant on May 6, 2005.

6. Expiration date not applicable.

7. Original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008. 36,819 units were canceled due to Mr. Forbes' departure from Cendant on May 6, 2005.

Remarks:

	Jean M. Sera, by Power of Attorney for Scott E. Forbes	05/10/2005
	** 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).
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