4/A 1 edgar.htm 4/A Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net



1. Name and Address of Reporting Person*

Shaw L. Edward, Jr.

2. Issuer Name and Ticker or Trading Symbol
Aetna Inc. (AET)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Executive Vice President and General Counsel      

(Last)      (First)     (Middle)

c/o Aetna Inc.
151 Farmington Avenue

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
09/27/02

(Street)

Hartford, CT 06156

5. If Amendment,
Date of Original
(Month/Day/Year)
09/27/02
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

 

 

 

 

 

2,000

D

 

Common Stock

 

 

 

 

 

 

 

90.5914(1)

I

401(K) Plan

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).

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 control number

FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)(2)

$45.5489

 

 

 

 

 

 

12/13/00

05/24/09

Common Stock

51,936

 

51,936

D

 

Employee Stock Option (Right to Buy)(3)

$50.1038

 

 

 

 

 

 

12/13/00

05/24/09

Common Stock

51,936

 

51,936

D

 

Employee Stock Option (Right to Buy)(4)

$24.1885

 

 

 

 

 

 

12/13/00

10/29/09

Common Stock

36,355

 

36,355

D

 

Employee Stock Option (Right to Buy)(5)

$22.1427

 

 

 

 

 

 

12/13/00

02/08/05

Common Stock

84,788

 

84,788

D

 

Employee Stock Option (Right to Buy)(6)

$19.7960

 

 

 

 

 

 

12/13/00

02/28/10

Common Stock

21,813

 

21,813

D

 

Employee Stock Option (Right to Buy)(7)

$26.4749

 

 

 

 

 

 

12/13/00

02/28/10

Common Stock

7,271

 

7,271

D

 

Employee Stock Option (Right to Buy)(8)

$31.2885

 

 

 

 

 

 

12/13/00

02/28/10

Common Stock

7,271

 

7,271

D

 

Employee Stock Option (Right to Buy)(9)

$26.6554

 

 

 

 

 

 

 (10)

09/05/10

Common Stock

103,872

 

103,872

D

 

Employee Stock Option (Right to Buy)(11)

$26.1500

 

 

 

 

 

 

 (12)

06/18/11

Common Stock

60,000

 

60,000

D

 

Unit Award(13)

1 for 1

 

 

 

 

 

 

 (14)

12/31/05

Common Stock

9,200

 

9,200

D

 

Employee Stock Option (Right to Buy)

$35.7800

01/25/02

 

A

 

45,000

 

 (15)

01/25/12

Common Stock

45,000

 

45,000

D

 

Employee Stock Option (Right to Buy)

$37.0500

09/27/02

 

A

 

15,000

 

 (16)

09/27/12

Common Stock

15,000

 

15,000

D

 

Unit Award

1 for 1

06/28/02

 

A

V

9,200

 

 (17)

12/31/06

Common Stock

9,200

 

9,200

D

 

Unit Award

1 for 1

9/27/02

 

A

 

5,800

 

 (18)

12/31/06

Common Stock

5,800

 

5,800

D

 

Explanation of Responses:

(1) Represents pro rata share of the stock portion of Aetna Common Stock Fund held by reporting person on August 31, 2002 pursuant to Aetna Incentive Savings Plan. The information is based on information provided by the Plan Trustee as of that date.
(2) Previously Reported
(3) Previously Reported
(4) Previously Reported
(5) Previously Reported
(6) Previously Reported
(7) Previously Reported
(8) Previously Reported
(9) Previously Reported
(10) Exercisable in three annual installments beginning September 5, 2001.
(11) Previously Reported
(12) Exercisable in two annual installments beginning June 18, 2002.
(13) Previously Reported
(14) The award vests upon achievement of certain performance criteria and is payable in cash or shares of the Company's Common Stock at the discretion of the Compensation Committee of the Board of Directors; however, if such units do not vest before December 31, 2005, 50% of the performance units will then be payable in shares of the Company's Common Stock provided reporting person is an active employee on that date.
(15) Option granted under 2002 Stock Incentive Plan, exercisable in three equal installments beginning January 25, 2003.
(16) Option granted under 2002 Stock Incentive Plan, exercisable in three equal annual installments beginning September 27, 2003.
(17) The award vests upon achievement of certain performance criteria and is payable in cash or shares of the Company's Common Stock at the discretion of the Compensation Committee of the Board of Directors; however, if such units do not vest before December 31, 2006, 50% of the performance units will then be payable in shares of the Company's Common Stock provided reporting person is an active employee on that date.
(18) Same as Note 17.

  By: /s/ L. Edward Shaw, Jr.
             by Judith H. Jones, Attorney in Fact
**Signature of Reporting Person
10/01/02
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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