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
AES CORP [ AES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2005 | ||||||||||||||||||||||||||
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 | 1,899,408 | D | ||||||||
Common Stock | 02/25/2005 | 02/25/2005 | A | 1,280(1) | A | (1) | 398,268 | I | by 401(k) | |
Common Stock | 21,304 | I | by IRA |
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 | ||||||||
Restricted Stock Units | (2) | 02/25/2005 | 02/25/2005 | A | 24,539 | (2) | (2) | Common Stock | 24,539 | (2) | 24,539 | I | The AES Corporation 2003 Long Term Compensation Plan | ||
Stock Option Grant | $16.81 | 02/25/2005 | 02/25/2005 | A | 32,666 | 02/25/2006 | 02/25/2015 | Common Stock | 32,666 | $16.81 | 125,369 | D | |||
Units | (3) | 02/25/2005 | 02/25/2005 | A | 1,358 | (3) | (3) | Common Stock | 1,358 | $16.81 | 1,413 | I | Restoration Supplemental Retirement Plan | ||
Units | (4) | 02/28/2005 | 02/28/2005 | A | 46 | (4) | (4) | Common Stock | 46 | $16.74 | 1,459 | I | Restoration Supplemental Retirement Plan |
Explanation of Responses: |
1. These shares represent matching and profit sharing awards for year 2004. The 2004 profit sharing award was determined by the Board of Directors on 02-25-2005. The average stock price for the year was $9.9715. |
2. The restricted stock unit award, pursuant to The AES Corporation 2003 Long Term Compensation Plan, vests in three annual equal installments if certain performance criteria are achieved. They are subject to a deferred payment date, which is the fifth anniversary of the grant date. The payment amount of the award, if any, equals the market value of the stock on the fifth anniversary of the grant date. |
3. These units are awarded pursuant to the Restoration Supplemental Retirement Plan. Participants are eligible to receive a supplemental profit sharing award for each plan year in which the Company's contribution to The AES Corporation Profit Sharing and Stock Ownership Plan is limited by IRS Code requirements. Such an award was made to Mr. Hemphill on 02-25-2005 as determined by the Board of Directors. Benefits under this Plan shall be paid as soon as practicable following termination of employment. Each unit is equal to one share of stock. |
4. These units are awarded pursuant to the Restoration Supplemental Retirement Plan. Mr. Hemphill has elected to defer receipt of compensation otherwise payable to him in the form of stock units, the basis of which is determined to be the Company closing stock price on the last day of each month. The Plan allows for distribution of deferred amounts upon a date(s) specified by the participant, in the event of the participant's unforeseeable emergency, death or termination of employment. This amount represents Mr. Hemphill's February 2005 deferral. |
Robert F. Hemphill, Jr. | 03/01/2005 | |
** 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. |