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
LEE SARA CORP [ SLE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/25/2005 | ||||||||||||||||||||||||||
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 | 08/25/2005 | A | 85,900(1) | A | $19.54 | 300,521 | D | |||
common stock | 08/25/2005 | A | 45,783(2) | A | $19.54 | 346,304(3)(4) | D | |||
common stock | 499 | I | By 401(k) Plan |
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) | $19.54 | 08/25/2005 | A | 700,000 | 08/25/2006(5) | 08/25/2015 | common stock | 700,000 | $0.00 | 700,000 | D | ||||
employee stock option (right to buy) | $19.54 | 08/25/2005 | A | 250,000 | (6) | 08/25/2015 | common stock | 250,000 | $0.00 | 250,000 | D |
Explanation of Responses: |
1. Award of restricted stock units (RSUs) that may be settled only for shares of common stock on a one-for-one basis. The RSUs will vest in three equal annual installments on August 31, 2006, 2007 and 2008, subject to continued employment with Sara Lee. |
2. Award of RSUs in lieu of a portion of the reporting person's cash bonus. The RSUs vest in full on August 31, 2006 and will be converted into shares of common stock on a one-for-one basis. |
3. Includes 322,176 RSUs that may be settled only for shares of common stock. RSUs generally vest one to five years after the grant date and, upon vesting, are convertible into shares of common stock on a one-for-one basis. |
4. Includes 473 shares acquired as a participant in the Sara Lee Corporation employee stock purchase plan. |
5. Option vests in three equal annual installments on each of August 25, 2006, 2007 and 2008 and expires 10 years after the date of grant. |
6. Option cannot be exercised until both time vesting and performance vesting criteria have been fulfilled. Under the performance vesting criteria, no portion of the Option may be exercised unless and until the Fair Market Value of Sara Lee?s common stock has reached or exceeded $27.356 per share, which is 140% of the fair market value of Sara Lee?s common stock on the date of grant. "Fair Market Value" means the average of the high and low trading prices of Sara Lee common stock for any 20 consecutive trading days after the grant date. Under the time vesting criteria, the Option will vest in three equal annual installments on each of August 25, 2006, 2007 and 2008, subject to continued employment with Sara Lee. If the performance criteria have been fulfilled, the Option may be exercised to the extent the option has time vested as of the time of exercise. |
Remarks: |
/s/ Helen N. Kaminski For Brenda C. Barnes pursuant to power of attorney previously filed. | 08/29/2005 | |
** 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). | ||
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. |