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
ARCH WIRELESS INC [ AWIN; AWL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2004 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock, par value $0.0001 | 11/16/2004 | D | 5,439 | D | (1) | 0 | I | By Limited Partnership(2) | ||
Class A Common Stock, par value $0.0001 | 11/16/2004 | D | 185 | D | (1) | 0 | I | By Trust(3) |
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 | ||||||||
Non-Qualified Stock Option (Right to Buy) | $0.001 | 11/16/2004 | D | 41,666 | (4) | 06/12/2013 | Class A Common Stock | 41,666 | (4) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to merger agreement between Arch Wireless, Inc. and Metrocall Holdings, Inc., pursuant to which Arch Wireless, Inc. and Metrocall Holdings, Inc. each became a wholly owned subsidiary of a new holding company named USA Mobility, Inc., in exchange for equivalent shares of USA Mobility common stock having a market value of $36.09 per share on the effective date of the merger. |
2. Shares owned by Alda Limited Partnership, the general partner of which is a corporation controlled by the reporting person. |
3. Shares owned by Oristano Foundation, the trust of which the reporting person is the trustee. |
4. This option, which vested in two equal installments on June 12, 2003 and May 29, 2004, was assumed pursuant to a merger agreement between Arch Wireless, Inc. and Metrocall Holdings, Inc., pursuant to which Arch Wireless, Inc. and Metrocall Holdings, Inc. each became a wholly owed subsidiary of a new holding company, named USA Mobility, Inc. The option was assumed by USA Mobility in the merger and replaced with an option to purchase 41,666 shares of USA Mobility common stock at an exercise price of $0.001 per share. |
Matthew Oristano | 11/18/2004 | |
** 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. |