SEC Form 4
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*
BLONDY STEVEN M

(Last) (First) (Middle)
1001 WINSTEAD DRIVE

(Street)
CARY NC 27513

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
R H DONNELLEY CORP [ RHD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
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. 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
Non-Qualified Stock Option (right to buy) $25.54 07/14/2008 D 40,000(1) 10/25/2006 10/25/2009 Common Stock 40,000 $0 0 D
Non-Qualified Stock Option (right to buy) $28.745 07/14/2008 D 75,000(1) 03/01/2006 03/01/2012 Common Stock 75,000 $0 0 D
Non-Qualified Stock Option (right to buy) $41.095 07/14/2008 D 41,300(1) 02/26/2007 02/26/2011 Common Stock 41,300 $0 0 D
Stock Appreciation Rights $1.69 07/14/2008 A 141,614 (2) 07/14/2015 Common Stock 141,614 $0 141,614 D
Stock Appreciation Rights $41.58 07/14/2008 D 87,500(1) 07/28/2007 07/28/2011 Common Stock 87,500 $0 0 D
Stock Appreciation Rights $65 07/14/2008 D 150,000(1) 10/03/2008 10/03/2012 Common Stock 150,000 $0 0 D
Stock Appreciation Rights $74.31 07/14/2008 D 76,073(1) 02/27/2010 02/27/2014 Common Stock 76,073 $0 0 D
Explanation of Responses:
1. These options or stock appreciation rights were cancelled at the election of this filer in exchange for the new stock appreciation rights reported in this filing in accordance with the terms of the "R.H. Donnelley Corporation Offer To Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for New Stock Appreciation Rights" as disclosed in Schedule TO as filed with the SEC on June 12, 2008, as amended.
2. These stock appreciation rights generally vest and become exercisable in 33.3% increments annually commencing on the anniversary of the grant date, subject to the achievement of stock price appreciation targets set forth in the "R.H. Donnelley Corporation Offer To Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for New Stock Appreciation Rights" as disclosed in Schedule TO as filed with the SEC on June 12, 2008, as amended.
Steven M. Blondy 07/16/2008
** 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).
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