| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
|
Form 3 Holdings Reported. | ||||||||||||||||
|
Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
MAXTOR CORP [ MXO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2005 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 3(1) | 10,000(2) | D | ||||||||||||
| Common Stock | 3(1) | 1,500(3) | D | ||||||||||||
| Common Stock | 12/16/2005 | I4 | 1,500 | A | $3.8505 | 1,500(4) | 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Employee Stock Option (right to buy) | $3.45 | 3(1) | 08/05/2003(5) | 08/05/2012 | Common Stock | 40,000 | 105,000 | D | ||||||
| Employee Stock Option (right to buy) | $4.85 | 3(1) | 04/08/2004(6) | 04/08/2013 | Common Stock | 15,000 | 105,000 | D | ||||||
| Employee Stock Option | $7.92 | 3(1) | 04/19/2005(7) | 04/19/2014 | Common Stock | 30,000 | 105,000 | D | ||||||
| Explanation of Responses: |
| 1. On February 18, 2005, Mr. Richarz was appointed Senior Vice President Worldwide Sales. |
| 2. Award of 10,000 shares of restricted stock was granted April 19, 2004. Stock vests and becomes exercisable over four years at the rate of 25% on the first anniversary of the grant date and at the rate of 6.25% quarterly thereafter, subject to acceleration as provided by the Executive Severance and Retention Plan. These shares were inadvertantly omitted from the reporting person's original Form 3. |
| 3. Mr. Richarz purchased 1,500 shares of common stock pursuant to the Maxtor Corporation Employee Stock Purchase Plan on February 15, 2005 at a price of $3.150 per share. These shares were inadvertantly omitted from the reporting person's original Form 3. |
| 4. Mr. Richarz purchased 1,500 shares of common stock pursuant to the Maxtor Corporation Employee Stock Purchase Plan on December 16, 2005. |
| 5. Option for 40,000 shares was granted on August 5, 2002, and vests and becomes exercisable over four years at the rate of 25% on the first anniversary of the grant date, as listed in the table, and at the rate of 6.25% quarterly thereafter. These options were inadvertantly omitted from the reporting person's original Form 3. |
| 6. Option for 15,000 shares was granted on April 8, 2003, and vests and becomes exercisable over four years at the rate of 25% on the first anniversary of the grant date, as listed in the table, and at the rate of 6.25% quarterly thereafter. These options were inadvertantly omitted from the reporting person's original Form 3. |
| 7. Option for 30,000 shares was granted on April 19, 2004, vests and becomes exercisable over four years at the rate of 25% on the first anniversary of the grant date, as listed in the table, and at the rate of 6.25% quarterly thereafter. These options were inadvertantly omitted from the reporting person's original Form 3. |
| Remarks: |
| Susan M. Thevenet, Attorny In Fact | 02/13/2006 | |
| ** 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. | ||