-----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, MOxNsth8bxeJ6Y7V8QAsgBSNI5o4vVOaQmXBw8B64lk14/LYhnPRqzdLPHJeYkwh hadANt1ij362smZQfYttRA== 0001181431-07-044677.txt : 20070705 0001181431-07-044677.hdr.sgml : 20070704 20070705193918 ACCESSION NUMBER: 0001181431-07-044677 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070702 FILED AS OF DATE: 20070705 DATE AS OF CHANGE: 20070705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Discover Financial Services CENTRAL INDEX KEY: 0001393612 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 362517428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 2500 LAKE COOK ROAD CITY: RIVERWOODS STATE: IL ZIP: 60015 BUSINESS PHONE: 224-405-0900 MAIL ADDRESS: STREET 1: 2500 LAKE COOK ROAD CITY: RIVERWOODS STATE: IL ZIP: 60015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NELMS DAVID W CENTRAL INDEX KEY: 0001183830 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33378 FILM NUMBER: 07966036 BUSINESS ADDRESS: STREET 1: MORGAN STANLEY STREET 2: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 224-405-0900 MAIL ADDRESS: STREET 1: 2500 LAKE COOK ROAD CITY: RIVERWOODS STATE: IL ZIP: 60015 4 1 rrd165130.xml FORM 4 X0202 4 2007-07-02 0 0001393612 Discover Financial Services DFS 0001183830 NELMS DAVID W 2500 LAKE COOK ROAD RIVERWOODS IL 60015 1 0 0 0 Common Stock 2007-07-02 4 A 0 602958 A 766445.08 D Common Stock 2007-07-02 4 A 0 502557 0 A 1269002.08 D Common Stock 478.89 I By ESOP Employee Stock Option 20.47 2007-07-02 4 A 0 113583 A 2010-01-02 Common Stock 113583 113583 D Employee Stock Option 25.36 2007-07-02 4 A 0 94224 A 2008-09-25 Common Stock 94224 94224 D Employee Stock Option 25.36 2007-07-02 4 A 0 57199 A 2009-01-02 Common Stock 57199 57199 D Employee Stock Option 22.24 2007-07-02 4 A 0 121407 A 2011-01-02 Common Stock 121407 121407 D Employee Stock Option 19.41 2007-07-02 4 A 0 110703 A 2012-01-02 Common Stock 110703 110703 D Employee Stock Option 18.07 2007-07-02 4 A 0 55818 A 2008-09-25 Common Stock 55818 55818 D Employee Stock Option 18.87 2007-07-02 4 A 0 113856 A 2014-01-02 Common Stock 113856 113856 D Employee Stock Option 19.67 2007-07-02 4 A 0 52489 A 2008-09-25 Common Stock 52489 52489 D Employee Stock Option 25.04 2007-07-02 4 A 0 30913 A 2009-01-02 Common Stock 30913 30913 D Employee Stock Option 26.68 2007-07-02 4 A 0 45315 A 2016-12-12 Common Stock 45315 45315 D Employee Stock Option 27.6 2007-07-02 4 A 0 124024 A 2013-01-02 Common Stock 124024 124024 D Restricted stock units that are convertible into shares of common stock at a ratio of 1 to 1. These restricted stock units were granted by the issuer in replacement of 205,228 restricted stock units of Morgan Stanley in connection with the spin-off of the issuer by Morgan Stanley (the "Spin-Off"). Includes shares of common stock acquired in the Spin-Off. These shares of common stock were acquired in the Spin-Off. This option is fully exercisable. This option vests in two equal annual installments beginning on December 12, 2008. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 38,660 shares of common stock of Morgan Stanley at an exercise price of $60.14. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 32,071 shares of common stock of Morgan Stanley at an exercise price of $74.50. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 19,469 shares of common stock of Morgan Stanley at an exercise price of $74.50. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 41,323 shares of common stock of Morgan Stanley at an exercise price of $65.34. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 37,680 shares of common stock of Morgan Stanley at an exercise price of $57.03. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 18,999 shares of common stock of Morgan Stanley at an exercise price of $53.09. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 38,753 shares of common stock of Morgan Stanley at an exercise price of $55.45. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 17,866 shares of common stock of Morgan Stanley at an exercise price of $57.80. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 10,522 shares of common stock of Morgan Stanley at an exercise price of $73.56. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 15,424 shares of common stock of Morgan Stanley at an exercise price of $78.40. In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 42,214 shares of common stock of Morgan Stanley at an exercise price of $81.10. /s/ Simon B. Halfin as Attorney-in-Fact for David W. Nelms 2007-07-05 EX-24.1 2 rrd146049_164724.htm POWER OF ATTORNEY rrd146049_164724.html
                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kathryn McNamara Corley, Christopher Greene and Simon Halfin,
signing singly, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, all reports to be
        filed by the undersigned pursuant to Section 16(a) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act") and the rules
        promulgated thereunder (including Forms 3, 4, and 5 and any successor
        forms) (the "Section 16 Reports") with respect to the equity securities
        of Discover Financial Services (the "Company");

        (2)     do and perform any and all acts for and on behalf of the
        undersigned that may be necessary or desirable to complete and execute
        any such Section 16 Report, complete and execute any amendment or
        amendments thereto, and file such report with the United States
        Securities and Exchange Commission and any stock exchange of similar
        authority; and

        (3)     take any other action of any type whatsoever in connection with
        the foregoing that, in the opinion of such attorney-in fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

        The powers granted above may be exercised by each such attorney-in-fact
on behalf of the undersigned, individually, and on behalf of the undersigned in
any fiduciary or representative capacity in which the undersigned may be acting.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall be effective as of the date set forth below
and shall continue in full force and effect until the undersigned is no longer
required to file Section 16 Reports with respect to the equity securities of the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 25th day of June, 2007.

Signature:  /s/ David W. Nelms
            ----------------------------

Print Name: David W. Nelms

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