Form 4

4 1 edgar.htm 4 Form 4

FORM 4

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

OMB APPROVAL

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

OMB Number: 3235-0287
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person* DYER, DIANNE	2. Issuer Name and Ticker or Trading Symbol THE TITAN CORPORATION TTN		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President, Human Resources
(Last) (First) (Middle) 3033 SCIENCE PARK ROAD	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year March 28, 2003
(Street) SAN DIEGO, CA 92121		5. If Amendment, Date of Original (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	Code	V	Amount	(A) or (D)	Price		6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock in 401(k) Plan								2,821⁽¹⁾	I	401(k) Plan
Common Stock in ESOP								873⁽¹⁾	I	ESOP Trust
Common Stock								5,000⁽¹⁾	D

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

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Options (right to buy)

$4.1820

03/28/03

J⁽²⁾

7,388

⁽²⁾

7/16/07

Common Stock

7,388

Employee Stock Options (right to buy)

$1.59

03/28/03

J⁽³⁾

25,113

⁽³⁾

12/31/07

Common Stock

25,113

Employee Stock Options (right to buy)

$3.717

03/28/03

J⁽⁴⁾

6,725

⁽⁴⁾

11/3/08

Common Stock

6,725

Employee Stock Options (right to buy)

$7.249

03/28/03

J⁽⁵⁾

20,175

⁽⁵⁾

8/11/09

Common Stock

20,175

Employee Stock Options (right to buy)

$17.286

03/28/03

J⁽⁶⁾

33,625

⁽⁶⁾

8/17/10

Common Stock

33,625

Employee Stock Options (right to buy)

$13.576

03/28/03

J⁽⁷⁾

33,625

⁽⁷⁾

8/23/11

Common Stock

33,625

Employee Stock Options (right to buy)

$8.15

03/28/03

J⁽⁸⁾

30,000

⁽⁸⁾

02/27/13

Common Stock

30,000

Employee Stock Options (right to buy)

$4.182

03/28/03

J⁽²⁾

7,388

⁽²⁾

7/16/07

Common Stock

7,388

Trust

Employee Stock Options (right to buy)

$1.59

03/28/03

J⁽³⁾

25,113

⁽³⁾

12/31/07

Common Stock

25,113

Trust

Employee Stock Options (right to buy)

$3.717

03/28/03

J⁽⁴⁾

6,725

⁽⁴⁾

11/3/08

Common Stock

6,725

Trust

Employee Stock Options (right to buy)

$7.249

03/28/03

J⁽⁵⁾

20,175

⁽⁵⁾

8/11/09

Common Stock

20,175

Trust

Employee Stock Options (right to buy)

$17.286

03/28/03

J⁽⁶⁾

33,625

⁽⁶⁾

8/17/10

Common Stock

33,625

Trust

Employee Stock Options (right to buy)

$13.576

03/28/03

J⁽⁷⁾

33,625

⁽⁷⁾

8/23/11

Common Stock

33,625

Trust

Employee Stock Options (right to buy)

$8.15

03/28/03

J⁽⁸⁾

30,000

⁽⁸⁾

02/27/13

Common Stock

30,000

156,651⁽⁹⁾

Trust

Explanation of Responses:

(1) Amounts carried forward from Form 5 previously filed by the reporting person for December 2002.
(2) Transfer of Employee Stock Option to purchase shares of the issuer to Dianne Dyer Trust of which the reporting person is the sole beneficiary and sole trustee. The stock option vested in four equal installments on July 16, 1998, 1999, 2000 and 2001.
(3) Transfer of Employee Stock Option to purchase shares of the issuer to Dianne Dyer Trust of which the reporting person is the sole beneficiary and sole trustee. The stock option vested in four equal installments on December 31, 1998, 1999, 2000 and 2001.
(4) Transfer of Employee Stock Option to purchase shares of the issuer to Dianne Dyer Trust of which the reporting person is the sole beneficiary and sole trustee. The stock option vested in four equal installments on November 3, 1999, 2000, 2001 and 2002.
(5) Transfer of Employee Stock Option to purchase shares of the issuer to Dianne Dyer Trust of which the reporting person is the sole beneficiary and sole trustee. The stock option vests or has vested as to 1/48th of the total grant amount per month as of the first day of each month following the date of grant until fully exercisable on August 1, 2003.
(6) Transfer of Employee Stock Option to purchase shares of the issuer to Dianne Dyer Trust of which the reporting person is the sole beneficiary and sole trustee. The stock option vests or has vested as to 1/48th of the total grant amount per month as of the first day of each month following the date of grant until fully exercisable on August 1, 2004.
(7) Transfer of Employee Stock Option to purchase shares of the issuer to Dianne Dyer Trust of which the reporting person is the sole beneficiary and sole trustee. The stock option vests or has vested as to 1/48th of the total grant amount per month as of the first day of each month following the date of grant until fully exercisable on August 1, 2005.
(8) Transfer of Employee Stock Option to purchase shares of the issuer to Dianne Dyer Trust of which the reporting person is the sole beneficiary and sole trustee. The stock option vests or has vested as to 1/48th of the total grant amount per month as of the first day of each month following the date of grant until fully exercisable on February 1, 2007.
(9) Employee Stock Options held by Dianne Dyer Trust of which the reporting person is the sole beneficiary and the sole trustee. The reporting person may be considered a beneficial owner of said stock options, however she disclaims such beneficial ownership except to the extent of her pecuniary interest therein.

By: /s/ Dianne Dyer
Dianne Dyer
**Signature of Reporting Person

April 1, 2003
Date

**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.

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