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
BANK ONE CORP [ ONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2004 | ||||||||||||||||||||||||||
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 | 07/01/2004 | D | 46,665 | D | $0(1) | 0 | D |
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 | ||||||||
Employee Stock Option (right to buy) | $37.89 | 07/01/2004 | D | 50,000 | 02/09/2002 | 02/09/2011 | Common Stock | 50,000 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | $41.21 | 07/01/2004 | D | 100,000 | 04/16/2003 | 04/16/2012 | Common Stock | 100,000 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | $38.59 | 07/01/2004 | D | 125,000 | 05/07/2002 | 05/07/2011 | Common Stock | 125,000 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | $36.5 | 07/01/2004 | D | 125,000 | 11/01/2001 | 11/02/2010 | Common Stock | 125,000 | $0(2) | 0 | D | ||||
Employee Stock Option (right to buy) | $39.55 | 07/01/2004 | D | 300,000 | 08/15/2004 | 08/15/2009 | Common Stock | 300,000 | $0(2) | 0 | D | ||||
Restricted Stock Units | $0(3) | 07/01/2004 | D | 23,529 | (3) | (3) | Common Stock | 23,529 | $0 | 0 | D |
Explanation of Responses: |
1. See Remarks |
2. See Remarks. |
3. These restricted stock units were assumed by JPM in the merger and replaced by JPM restricted stock units, with substantially the same terms, except that the number of units was multplied by 1.32. |
Remarks: |
(1) Shares disposed of in the merger between Bank One Corporation (ONE) & JP Morgan Chase & Co. (JPM), pursuant to which each share of ONE common stock was exchanged for 1.32 shares of JPM common stock, having a market value of $38.77 per share on the effective date of the merger. (2) In the merger of ONE and JPM, each outstanding option to purchase ONE common stock was converted to an option to purchase JPM common stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of ONE options by 1.32 and the exercise price was adjusted by dividing the ONE exercise price by 1.32. |
/s/ Laurence Goldman for Linda Bammann, Power of Attorney | 07/01/2004 | |
** 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). | ||
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. |