SEC Form 4
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*
BERNICK HOWARD B

(Last) (First) (Middle)
2525 ARMITAGE AVENUE

(Street)
MELROSE PARK IL 60160

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WRIGLEY WM JR CO [ WWY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 10/06/2008 D(1)(2) 20,850 D $80 0.00 D
Common Stock/Class B 10/06/2008 D(1) 5,000 D $80 0.00 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Common Stock Units (3) 10/06/2008 D(4) 14,723.63 (5) (5) Common Stock 14,723.63 $80 0.00 D
Stock Option (Right to Buy) D-03 $43.92 10/06/2008 D(6) 3,500 05/21/2004 05/21/2013 Common Stock 3,500 $80 0.00 D
Stock Option (Right to Buy) D-05 $55.48 10/06/2008 D(6) 3,250 05/19/2006 05/19/2015 Common Stock 3,250 $80 0.00 D
Stock Option (Right to Buy)-D-02 $46.51 10/06/2008 D(6) 3,125 05/22/2003 05/22/2012 Common Stock 3,125 $80 0.00 D
Stock Option (Right to Buy)HB-01 $40.12 10/06/2008 D(6) 3,750 08/15/2002 08/15/2011 Common Stock 3,750 $80 0.00 D
Stock Option(Right to Buy)06-D $46.6 10/06/2008 D(6) 4,800 05/18/2007 05/18/2016 Common Stock 4,800 $80 0.00 D
Stock Option(Right to Buy)07-D $58.06 10/06/2008 D(6) 5,400 05/22/2008 05/22/2017 Common Stock 5,400 $80 0.00 D
Stock Option(Right to Buy)D-04 $49.82 10/06/2008 D(6) 3,625 05/25/2005 05/25/2014 Common Stock 3,625 $80 0.00 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger, dated April 28, 2008 (the "Merger Agreement"), among Wm. Wrigley Jr. Company (the "Company"), Mars, Incorporated, New Uno Holdings Corporation and New Uno Acquisition Corporation, in exchange for the right to receive $80.00 per share, without interest and less any applicable withholding tax.
2. Pursuant to the Merger Agreement, each outstanding restricted stock unit award was converted into the right to receive $80.00 in cash, without interest and less any applicable withholding tax, per restricted stock unit, to the extent vested by its terms at the effective time of the merger.
3. Each share unit is equivalent to one share of the Company's Common Stock.
4. Pursuant to the Merger Agreement, each share or share unit of Common Stock and Class B Common Stock awarded under the Non-Employee Director Deferred Compensation Plan (NEDDCP) or the Non-Employee Director Stock Deferral Plan (NEDSDP) which are programs under the Management Incentive Plan (MIP) was converted into the right to receive $80.00 per share, without interest and less any applicable withholding tax.
5. Share units can be awarded under various programs of the Management Incentive Plan (MIP), which Plan is exempt under Rule 16b-3. Shares or share units acquired under the Long Term Stock Grant are not restricted. Shares or share units acquired under the Stock Award Program are restricted as to sale or transfer until retirement, termination or death.
6. Pursuant to the Merger Agreement, this option, which provided for vesting in four (4) equal annual installments beginning one year from the grant date, was converted into the right to receive an amount in cash, without interest and less any applicable withholding tax, equal to the product of (i) the total number of shares of Common Stock covered by such option, multiplied by (ii) the excess of $80.00 over the exercise price per share of such option.
Remarks:
By: Mark Monroe under POA for Howard Bernick 10/07/2008
** 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).
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