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
CATELLUS DEVELOPMENT CORP [ CDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 02/15/2005 | A(1) | 48,153 | A | $0 | 112,820(2) | D | |||
Common Stock | 02/15/2005 | F | 45,193 | D | $28.23 | 67,627(3) | D | |||
Common Stock | 02/15/2005 | M | 23,885 | A | $11.53 | 91,512(4) | D | |||
Common Stock | 02/15/2005 | F | 5,805 | D | $28.23 | 85,707(5) | D |
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 | ||||||||
Employee Stock Option-right to buy | $11.53 | 02/15/2005 | M | 23,885 | 05/02/2001(6) | 05/02/2010 | Common Stock | 23,885 | $0 | 0 | D |
Explanation of Responses: |
1. These shares reflect an equivalent number of performance units under the Transition Incentive Plan ("TIP"), which was established pursuant to the Catellus Development Corporation 2003 Performance Award Plan. The vesting of TIP performance units is based on the degree of achievement of performance targets for four defined performance measures during the term of the TIP (1/1/04-12/31/06). The reporting person is reporting the acquisition of these shares now because the Compensation and Benefits Committee certified on 2/15/05 a degree of achievement that would establish the performance vesting of 75% of all TIP performance units and, per memorandum of understanding ("MOU"), 75% in fact vested upon termination of employment on 2/15/05. |
2. Represents 112,820 shares held outright after distribution of 64,667 restricted shares that vested upon termination of employment per MOU. |
3. Represents 67,627 net shares held outright after tax withholding for TIP shares and restricted shares that vested upon termination of employment (see Footnotes 1 and 2). |
4. Represents shares held outright after exercise of stock option. |
5. Represents net shares held outright after tax withholding for option shares. |
6. Option fully vested upon termination of employment per MOU. |
Barbara Polster, attorney-in-fact | 02/17/2005 | |
** 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. |