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*
PLUMMER WILLIAM B

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP & CFO
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 A 8,000 A (1) 8,000 D
Common Stock 12/13/2007 D 8,000 D (1) 0 D
Common Stock 12/13/2007 A 12,333 A (2) 12,333 D
Common Stock 12/13/2007 D 12,333 D (2) 0 D
Restricted Stock 12/13/2007 D 10,960 D (3) 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) $36.48 12/13/2007 D 44,200 (4) 09/05/2016 Common Stock 44,200 $23.52 0 D
Employee Stock Option (right to buy) $37.33 12/13/2007 D 17,400 (5) 02/21/2017 Common Stock 17,400 $22.67 0 D
Explanation of Responses:
1. 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"), these contingent stock rights were converted into the right to receive an amount in cash equal to $480,000, which represents the product of $60.00 and the number of shares of Company common stock constituting the Reporting Person's final award for the 2006-2008 performance period under the Company's 2001 Long Term Incentive Plan ("LTIP"). The amount is payable after the close of the relevant performance period.
2. Pursuant to the Merger Agreement, these contingent stock rights were converted into the right to receive an amount in cash equal to $739,980, which represents the product of $60.00 and the number of shares of Company common stock constituting the Reporting Person's final award for the 2007-2009 performance period under the LTIP. The amount is payable after the close of the relevant performance period.
3. Pursuant to the Merger Agreement, these shares of restricted stock, which are scheduled to vest on the September 5, 2009 (the third anniversary of the grant date), were converted into the right to receive $60.00 cash per share on the date on which these shares would otherwise have vested.
4. Pursuant to the Merger Agreement, this option, which was granted on September 5, 2006 and is scheduled to vest on the third anniversary of the grant date, was cancelled in exchange for the right to receive a cash payment in the amount of $1,039,584, which represents the excess of $60.00 per share over the exercise price per share of this option. The cash is payable on the date on which the option would otherwise have become exercisable.
5. Pursuant to the Merger Agreement, this option, which was granted on February 21, 2007 and is scheduled to vest on the third anniversary of the grant date, was cancelled in exchange for the right to receive a cash payment in the amount of $394,458, which represents the excess of $60.00 per share over the exercise price per share of this option. The cash is payable on the date on which the option would otherwise have become exercisable.
/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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