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
MBNA CORP [ KRB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/01/2006 | ||||||||||||||||||||||||||
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 | 01/01/2006 | D | 281,993 | D | (1) | 0 | D | |||
Common Stock | 01/01/2006 | D | 1,500 | D | (1) | 0 | I | by children |
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) | $8.7778 | 01/01/2006 | D | 286,875 | (3) | 04/20/2007 | Common Stock | 286,875 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $13.3333 | 01/01/2006 | D | 50,625 | (3) | 07/30/2007 | Common Stock | 50,625 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $13.9167 | 01/01/2006 | D | 142,815 | (4) | 03/07/2010 | Common Stock | 142,815 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $14.8889 | 01/01/2006 | D | 215,258 | (5) | 06/30/2008 | Common Stock | 215,258 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $17.7917 | 01/01/2006 | D | 369,380 | (6) | 05/17/2009 | Common Stock | 369,380 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $20.58 | 01/01/2006 | D | 250,000 | (7) | 01/06/2013 | Common Stock | 250,000 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $21.7 | 01/01/2006 | D | 150,000 | (8) | 02/28/2011 | Common Stock | 150,000 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $24.04 | 01/01/2006 | D | 375,000 | (9) | 05/28/2012 | Common Stock | 375,000 | (2) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the merger of issuer into Bank of America Corporation pursuant to the merger agreement between issuer and Bank of America (the "Merger Agreement"). Each share was exchanged for .5009 of a share of Bank of America common stock (having a market value of $46.15 per share) and $4.125 in cash on January 1, 2006, the effective date of the merger of the issuer and Bank of America (the "Merger"). |
2. These options were assumed by Bank of America in the Merger and replaced by options to purchase Bank of America common stock pursuant to the Merger Agreement. The number of shares subject to each new Bank of America option is equal to the number of shares subject to the assumed MBNA option held immediately prior to the effective date of the Merger multiplied by .5898 (rounded down to the nearest whole share), and the exercise price of each new Bank of America option is equal to the exercise price of the assumed MBNA option divided by .5898 (rounded up to the nearest whole cent). |
3. Vested in three equal annual installments beginning January 1, 2000 (the year following the year in which the Company achieved $1 billion in net income after tax). |
4. Vested in five equal annual installments beginning December 1, 2000. |
5. Vested in five equal annual installments beginning December 1, 1998. |
6. Vested in five equal annual installments beginning December 1, 1999. |
7. This option, which provided for vesting in five equal annual installments beginning December 1, 2003, became fully vested immediately prior to the effective date of the Merger. |
8. Vested in five equal annual installments beginning December 1, 2001. |
9. This option, which provided for vesting in five equal annual installments beginning December 1, 2002, became fully vested immediately prior to the effective date of the Merger. |
By: John P. Stanton For: John W. Scheflen | 01/04/2006 | |
** 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. |