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
SOVEREIGN BANCORP INC [ SOV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/02/2008 | ||||||||||||||||||||||||||
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 (restricted stock, subject to vesting) | 10/02/2008 | A(1) | 19,045(1) | A | $0 | 100,000 | D | |||
Common Stock | 100,000 | 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 | ||||||||
Employee Stock Option (right to buy)(2) | $5.25 | 10/02/2008 | A | 300,000 | (2) | 10/02/2018 | Common Stock | 300,000 | $0 | 300,000 | D | ||||
Restricted Stock Units(3) | (3) | 10/06/2008 | A | 180,955 | (3) | (3) | Common Stock | 180,955(3) | $0 | 180,955(3) | D | ||||
Stock Appreciation Rights(4) | $5.62 | 10/06/2008 | A | 700,000 | (4) | 10/06/2018 | Common Stock | 700,000 | $0 | 700,000 | D |
Explanation of Responses: |
1. The restricted shares vest in equal 1/3rd installments over a 3-year period from the date of grant, subject to continued employment through such date. |
2. 50% of the options vest in equal 1/3rd installments over a 3-year period from the date of grant, subject to continued employment through such date. The other 50% of the options vest either (i) in equal 1/3rd installments over a 3-year period from the date of grant, subject to continued employment through such date and certain market price performance thresholds being satisfied, or (ii) on the fifth anniversary of the date of grant, subject to continued employment through such date and a certain market price performance threshold being satisfied. |
3. The restricted stock units vest in equal 1/3rd installments on October 2, 2009, 2010 and 2011, subject to continued employment through such date. The restricted stock units settle in cash, provided that if an amendment to the Issuer's relevant equity plan is approved by Issuer's shareholders, the restricted stock units will settle in Issuer common stock. |
4. The stock appreciation rights vest either (i) in equal 1/3rd installments on October 2, 2009, 2010 and 2011, subject to continued employment through such date and certain market price performance thresholds being satisfied or (ii) on October 2, 2013, subject to continued employment through such date and a certain market price performance threshold being satisfied. The stock appreciation rights settle in cash, provided that if an amendment to the Issuer's relevant equity plan is approved by Issuer's shareholders, the rights will settle in Issuer common stock. |
/s/ William J. Reynolds, Attorney-In-Fact | 10/06/2008 | |
** 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. |