| 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
BEARINGPOINT INC [ BE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/20/2007 |
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) | 12/18/2007 | M | 222,200 | A | $0 | 222,200 | D | |||
| Common Stock *(1) | 12/18/2007 | F | 75,019 | D | $2.58 | 147,181 | D | |||
| Common Stock(2) | 12/18/2007 | M | 240,000 | A | $0 | 240,000 | I | by spouse | ||
| Common Stock *(2) | 12/18/2007 | F | 98,400 | D | $2.58 | 141,600 | I | by spouse | ||
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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(1) | (3) | 12/18/2007 | M | 175,200 | (1) | (4) | Common Stock | 175,200 | (4) | 116,800 | D | ||||
| Restricted Stock Units(1) | (3) | 12/18/2007 | M | 47,000 | (1) | (4) | Common Stock | 47,000 | (4) | 47,000 | D | ||||
| Restricted Stock Units(2) | (3) | 12/18/2007 | M | 240,000 | (2) | (4) | Common Stock | 240,000 | (4) | 30,000 | I | by spouse | |||
| Explanation of Responses: |
| 1. As previously reported, on September 19, 2006, Judy A. Ethell was granted two awards of restricted stock units ("RSUs"), as follows: (i) a grant of 292,000 RSUs, of which 204,400 RSUs were fully vested as of the grant date, with an additional 29,200 RSUs vesting on July 1 in each of 2007, 2008 and 2009; and (ii) a grant of 94,000 RSUs, of which 23,500 were fully vested as of the grant date, with an additional 23,500 RSUs vesting on July 1 in each of 2007, 2008 and 2009. On December 18, 2007, in settlement of vested RSUs previously scheduled for settlement, an aggregate of 222,200 shares of common stock of the Company was issued to Ms. Ethell, of which 75,019 shares of common stock were withheld by the Company to satisfy Ms. Ethell's tax withholding obligations. |
| 2. As previously reported, on August 22, 2005, Robert R. Glatz, the spouse of Judy A. Ethell, was granted an award of 300,000 RSUs. Pursuant to a Separation and Release of Claims Agreement executed with the Company, the vesting of 30,000 RSUs was accelerated as of October 31, 2007 and 30,000 unvested RSUs were forfeited. On December 18, 2007, in settlement of vested RSUs previously scheduled for settlement, an aggregate of 240,000 shares of common stock of the Company was issued to Mr. Glatz, of which 98,400 shares of common stock were withheld by the Company to satisfy Mr. Glatz's tax withholding obligations. |
| 3. Each RSU represents a contingent right to receive one share of common stock of the Company or the cash equivalent. |
| 4. None |
| Remarks: |
| * This Amendment is being filed for the sole purpose of reporting the market price of the shares withheld by the Company for tax withholding purposes, which was $2.58 per share. |
| By: Christine Chang, Attorney-in-Fact for Judy A. Ethell | 12/21/2007 | |
| ** 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. | ||