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
MERRILL LYNCH & CO INC [ MER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2007 | ||||||||||||||||||||||||||
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 | 12/10/2007 | A | 98,977 | A | $0 | 98,977(1)(2) | 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 | ||||||||
Stock Option - Right to Acquire | $62.32 | 12/10/2007 | A | 270,000 | (3) | 12/10/2017 | Common Stock | 270,000 | $0 | 270,000(2) | D | ||||
Stock Option - Right to Acquire | $62.32 | 12/10/2007 | A | 8,832 | (4) | 02/03/2017 | Common Stock | 8,832 | $0 | 8,832(2) | D |
Explanation of Responses: |
1. These restricted shares will be settled by the delivery of Common Stock. 90,000 of these restricted shares will vest on July 31, 2011. 8,977 of these restricted shares will vest as follows: 2,993 on June 1, 2008 and 2,992 on each of February 3, 2009 and February 3, 2010 and were awarded to replace the restricted stock units which Mr. Chai forfeited upon leaving his former place of employment. |
2. This transaction is exempt under Rule 16b-3. |
3. These stock options will be exercisable into shares of Common Stock. The options will vest as follows: 45,000 on each of December 10, 2008 and December 10, 2009, 90,000 if the average of the Company's closing common stock prices over a period of 15 consecutive trading days is at least equal to the Exercise Price plus $20 and 90,000 if the average of the Company's closing common stock prices over a period of 15 consecutive trading days is at least equal to the Exercise Price plus $40. In no event will these stock options become exercisable, whether or not vested, prior to December 10, 2009, unless Mr. Chai is terminated without cause, dies or becomes disabled. |
4. These stock options will be exercisable into shares of Common Stock. The options will vest as follows: 2,944 on each of February 3, 2008, February 3, 2009 and February 3, 2010 and were awarded to replace the stock options that Mr. Chai forfeited upon leaving his former place of employment. |
/s/ Nelson Chai (By Pia K. Thompson, as agent) | 12/12/2007 | |
** 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). | ||
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. |