-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jv9qWGvRcH65vCG/sL9rPCdwTDeoRRblO8W+u8FCvzRXsEziE2r1kNVyeRotHkg1 8ojAMbImI2pSOHWq4cG5/A== 0000899140-07-001566.txt : 20070917 0000899140-07-001566.hdr.sgml : 20070917 20070917163954 ACCESSION NUMBER: 0000899140-07-001566 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070911 FILED AS OF DATE: 20070917 DATE AS OF CHANGE: 20070917 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MONSTER WORLDWIDE INC CENTRAL INDEX KEY: 0001020416 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 133906555 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129774200 MAIL ADDRESS: STREET 1: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TMP WORLDWIDE INC DATE OF NAME CHANGE: 19961001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCKELVEY ANDREW J CENTRAL INDEX KEY: 0001032995 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21571 FILM NUMBER: 071120526 BUSINESS ADDRESS: STREET 1: C/O TMP WORLDWIDE INC STREET 2: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212 351-7000 MAIL ADDRESS: STREET 1: C/O MONSTER WORLDWIDE, INC STREET 2: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 mckelvey_mnst4-091307ex.xml X0202 4 2007-09-11 0 0001020416 MONSTER WORLDWIDE INC MNST 0001032995 MCKELVEY ANDREW J C/O BLACKFIN CAPITAL, LLC 200 PARK AVENUE, 44TH FLOOR NEW YORK NY 10166 0 0 1 0 Forward contract (obligation to sell) 2007-09-11 4 J 0 1765188 A 2008-09-11 2008-09-11 Common Stock 1765188 1765188 D See Exhibit 99.1. See Exhibit 99.1. Exhibit List Exhibit 99.1 - Explanation of Responses /s/ Andrew J. McKelvey 2007-09-17 EX-99 2 m3891970.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses (1) On September 11, 2007, the reporting person entered into a prepaid variable forward contract with an unaffiliated third party buyer. The reporting person pledged 1,765,188 shares of Monster Worldwide Inc. common stock (the "Shares") to secure his obligations under the contract, and retained ordinary dividend and voting rights in the Shares during the term of the pledge. The contract obligates the reporting person to deliver to the buyer 176,518 shares of Monster Worldwide Inc. common stock on September 11, 2008, 176,518 shares of Monster Worldwide Inc. common stock on September 12, 2008, and a number of the remaining shares of Monster Worldwide Inc. ratably on each of September 15, 16, 17, 18, 19, 22, 23 and 24, 2008 (each such number of shares, for the dates of September 11, 2008, September 12, 2008 and each such other date, the "Deliverable Shares") such that the aggregate number of shares of Monster Worldwide Inc. common stock delivered to the buyer constitutes 1,765,188 (or, in each case and at the reporting person's election, an equivalent amount of cash based on the market price of Monster Worldwide Inc. common stock on such date). In exchange for assuming this obligation, the reporting person received a cash payment of $50,943,578.31 on September 14, 2007. Provided the reporting person does not exercise his cash settlement option, the number of shares of Monster Worldwide Inc. common stock to be delivered to the buyer on each maturity date is to be determined as follows: (i) if the Nasdaq official closing price per share on such maturity date (the "Settlement Price") is less than or equal to $30.4610 (the "Forward Floor Price"), the reporting person will deliver to the buyer all of the Deliverable Shares corresponding to such date; (ii) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $40.5809 (the "Forward Cap Price"), the reporting person will deliver to the buyer a number of shares of Monster Worldwide Inc. common stock equal to the product of (x) the Deliverable Shares corresponding to such date times (y) the Forward Floor Price divided by the Settlement Price; and (iii) if the Settlement Price is greater than the Forward Cap Price, the reporting person will deliver to the buyer a number of shares of Monster Worldwide Inc. common stock equal to the product of (x) the Deliverable Shares corresponding to such date times (y) the quotient of (1) the Forward Floor Price plus (the Settlement Price minus the Forward Cap Price) divided by (2) the Settlement Price. (2) As described in note (1) above, the first maturity date is September 11, 2008. There are a total of 10 maturity dates, as follows: September 11, 12, 15, 16, 17, 18, 19, 22, 23 and 24, 2008. -----END PRIVACY-ENHANCED MESSAGE-----