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
DREYERS GRAND ICE CREAM HOLDINGS INC [ DRYR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/28/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/02/2003 |
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 | ||||||
Class A Callable Puttable Common Stock | 2,567,072 | I | By trust.(1) | |||||||
Class A Callable Puttable Common Stock | 22,549 | I | By 401(k) Plan. | |||||||
Class A Callable Puttable Common Stock | 08/28/2003 | M | 117,015 | A | $15.75 | 117,015(8) | I | By trust.(1)(9) | ||
Class A Callable Puttable Common Stock | 08/28/2003 | M | 7,207 | A | $15.1914 | 7,207(8) | I | By trust.(1)(9) | ||
Class A Callable Puttable Common Stock | 08/28/2003 | S | 3,000 | D | $77.11 | 0(8) | I | By trust.(1)(9) | ||
Class A Callable Puttable Common Stock | 08/28/2003 | S | 7,000 | D | $77.12 | 0(8) | I | By trust.(1)(9) | ||
Class A Callable Puttable Common Stock | 08/28/2003 | S | 2,608 | D | $77.15 | 0(8) | I | By trust.(1)(9) | ||
Class A Callable Puttable Common Stock | 08/28/2003 | S | 13,646 | D | $77.18 | 0(8) | I | By trust.(1)(9) | ||
Class A Callable Puttable Common Stock | 08/28/2003 | S | 1,952 | D | $77.19 | 0(8) | I | By trust.(1)(9) | ||
Class A Callable Puttable Common Stock | 08/28/2003 | S | 90,814 | D | $77.2 | 0(8) | I | By trust.(1)(9) | ||
Class A Callable Puttable Common Stock | 08/28/2003 | S | 2,802 | D | $77.21 | 0(8) | I | By trust.(1)(9) | ||
Class A Callable Puttable Common Stock | 08/28/2003 | S | 400 | D | $77.22 | 0(8) | I | By trust.(1)(9) | ||
Class A Callable Puttable Common Stock | 08/28/2003 | S | 2,000 | D | $77.25 | 0(8) | I | By trust.(1)(9) |
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 | ||||||||
Stock Option (right to buy) | $12.375 | 08/08/1988(4) | 02/23/2009 | Class A | 167,300(7) | 167,300 | D | ||||||||
Stock Option (right to buy) | $15.75 | 08/28/2003 | M | 117,015(8) | 08/08/1988(2) | 03/05/2006 | Class A | 117,015(7) | $0 | 0 | D | ||||
Stock Option (right to buy) | $15.1914 | 08/28/2003 | M | 7,207(8) | 08/08/1988(2) | 03/04/2007 | Class A | 7,207(7) | $0 | 112,793 | D | ||||
Stock Option (right to buy) | $22.875 | 08/08/1988(3) | 03/03/2008 | Class A | 85,300(7) | 85,300 | D | ||||||||
Stock Option (right to buy) | $17.3438 | 08/08/1988(5) | 02/23/2010 | Class A | 119,350(7) | 119,350 | D | ||||||||
Stock Option (right to buy) | $31.125 | 08/08/1988(6) | 02/14/2011 | Class A | 83,210(7) | 83,210 | D | ||||||||
Stock Option (right to buy) | $39.395 | 08/08/1988(6) | 02/07/2012 | Class A | 69,740(7) | 69,740 | D |
Explanation of Responses: |
1. By the Rogers Revocable Trust. Mr. Rogers and his wife serve as co-trustees of this trust and share the voting and investment power with respect to such shares. |
2. This option is fully vested and exercisable. |
3. 68,240 options are vested and exercisable. 17,060 options vest and will be exercisable as follows: 1/3 on June 26, 2004, 1/3 on June 26, 2005 and 1/3 on April 3, 2006. |
4. 100,380 options are vested and exercisable. 66,920 options vest and will be exercisable as follows: 1/3 on June 26, 2004, 1/3 on June 26, 2005 and 1/3 on April 3, 2006. |
5. 47,740 options are vested and exercisable. 71,610 options vest and will be exercisable as follows: 1/3 on June 26, 2004, 1/3 on June 26, 2005 and 1/3 on April 3, 2006. |
6. This option vests and will be exercisable as follows: 1/3 on June 26, 2004, 1/3 on June 26, 2005 and 1/3 on April 3, 2006. |
7. Class A Callable Puttable Common Stock. |
8. On August 28, 2003, T. Gary Rogers ("Reporting Person") exercised options in the aggregate amount of 124,222 and on the same day, Reporting Person sold all such shares acquired in such exercises at various prices listed on this Form 4. |
9. Upon exercise of this option, Reporting Person had the Class A Callable Puttable Common Stock issued in the name of the Rogers Revocable Trust. |
Vicki L. Randall, Authorized Signatory | 09/18/2003 | |
** 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. |