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*
COX BERRY R

(Last) (First) (Middle)
2200 ROSS AVENUE
SUITE 3200

(Street)
DALLAS TX 75201-2741

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HOME DEPOT INC [ hd ]
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)
12/04/2003
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
$.05 Common Stock 12/04/2003 S 93,800 D $35.1625 2,779,616 D
$.05 Common Stock 12/04/2003 S 27,000 D $34.9245 2,752,616 D
$.05 Common Stock 12/04/2003 S 41,500 D $34.4914 2,711,116 D
$.05 Common Stock 12/04/2003 S 31,200 D $34.0561 2,679,916 D
$.05 Common Stock 12/04/2003 S 7,500 D $33.8 2,672,416 D
$.05 Common Stock 12/04/2003 S 40,700 D $33.75 2,631,716 D
$.05 Common Stock 12/04/2003 S 80,000 D $33.65 2,551,716 D
$.05 Common Stock 12/04/2003 S 3,300 D $33.66 2,548,416 D
$.05 Common Stock 12/04/2003 G V 28,500(1) D $0 2,634,887(2) D
$.05 Common Stock 12/04/2003 G V 28,500(1) A $0 33,000 I Berry R. Cox Family Foundation
$.05 Common Stock 12/04/2003 S 9,600 D $35.1752 23,400 I Berry R. Cox Family Foundation
$.05 Common Stock 12/04/2003 S 2,900 D $34.9414 20,500 I Berry R. Cox Family Foundation
$.05 Common Stock 12/04/2003 S 4,500 D $34.4616 16,000 I Berry R. Cox Family Foundation
$.05 Common Stock 12/04/2003 S 3,200 D $34.0575 12,800 I Berry R. Cox Family Foundation
$.05 Common Stock 12/04/2003 S 7,500 D $33.8 5,300 I Berry R. Cox Family Foundation
$.05 Common Stock 12/04/2003 S 5,300 D $33.75 0 I Berry R. Cox Family Foundation
$.05 Common Stock 283,279(2) I By GRAT
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
Deferred Stock Units (3) 09/18/2003 A(4) V 15.1098 (3) (3) Common Stock 15.1098 $0 7,177.1622 D
Deferred Stock Rights (5) 09/18/2003 A(4) V 6.4318 (5) (5) Common Stock 6.4318 $0 3,055.1041 D
Explanation of Responses:
1. Transfer from reporting person to Berry R. Cox Family Foundation.
2. Reflects transfer of 114,971 shares to reporting person by reporting person's grantor retained annuity trust ("GRAT").
3. The Deferred Stock Units convert to shares of Common Stock on a one-for-one basis following a termination of service as described in The Home Depot, Inc. Non Employee Directors' Deferred Stock Compensation Plan.
4. Acquired pursuant to quarterly dividend.
5. The Deferred Stock Rights were granted under the 1997 Omnibus Stock Incentive Plan and convert to shares of Common Stock on a one-for-one basis upon the earlier of (i) the first anniversary of the director's termination of service as a Board member, (ii) the date of the director's death, retirement or disability, or (iii) the date of a change in control of the Company.
Remarks:
/s/ Jocelyn J. Hunter, Attorney-in-fact 12/05/2003
** 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.
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