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*
GOLUB HARVEY

(Last) (First) (Middle)
DOW JONES & COMPANY, INC.
200 LIBERTY STREET

(Street)
NEW YORK NY 10281

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DOW JONES & CO INC [ DJ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2007
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)
Code V Amount (A) or (D) Price
Common Stock 12/13/2007 D 2,000 D (1) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $55.5 12/13/2007 D 1,250 (2) 04/18/2011 Common Stock 1,250 $4.5 0 D
Employee Stock Option (right to buy) $55.16 12/13/2007 D 1,250 (3) 01/16/2012 Common Stock 1,250 $4.84 0 D
Employee Stock Option (right to buy) $44.68 12/13/2007 D 1,250 (4) 01/15/2013 Common Stock 1,250 $15.32 0 D
Employee Stock Option (right to buy) $52.65 12/13/2007 D 1,250 (5) 01/21/2014 Common Stock 1,250 $7.35 0 D
Stock Equivalent Units (6) 12/13/2007 D 12,778 (6) (6) Common Stock 12,778 (6) 0 D
Phantom Stock (7) 12/13/2007 D 39,331 (7) (7) Common Stock 39,331 (7) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger dated as of July 31, 2007, by and among Dow Jones & Company, Inc. (the "Company"), News Corporation, Ruby Newco LLC and Diamond Merger Sub Corporation, as amended (the "Merger Agreement"), in exchange for $60.00 cash per share.
2. Pursuant to the Merger Agreement, this option, which was granted on April 18, 2001 and vested on the first anniversary of the grant date, was cancelled in exchange for a cash payment of $5,625, which represents the excess of $60.00 per share over the exercise price per share of this option.
3. Pursuant to the Merger Agreement, this option, which was granted on January 16, 2002 and vested on the first anniversary of the grant date, was cancelled in exchange for a cash payment of $6,050, which represents the excess of $60.00 per share over the exercise price per share of this option.
4. Pursuant to the Merger Agreement, this option, which was granted on January 15, 2003 and vested on the first anniversary of the grant date, was cancelled in exchange for a cash payment of $19,150, which represents the excess of $60.00 per share over the exercise price per share of this option.
5. Pursuant to the Merger Agreement, this option, which was granted on January 21, 2004 and vested on the first anniversary of the grant date, was cancelled in exchange for a cash payment of $9,188, which represents the excess of $60.00 per share over the exercise price per share of this option.
6. Pursuant to the Merger Agreement, these stock equivalent units were converted into the right to receive $60.00 cash per stock equivalent unit on March 1, 2008.
7. This number of units represents 16,736 shares of Company common stock, which were disposed of pursuant to the Merger Agreement in exchange for $60.00 cash per share.
/s/ Mia Israeli, Attorney-in-Fact 12/17/2007
** 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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