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*
DUNHAM JOHN L

(Last) (First) (Middle)
THE MAY DEPARTMENT STORES COMPANY
611 OLIVE STREET

(Street)
ST. LOUIS MO 63101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MAY DEPARTMENT STORES CO [ MAY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2005
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
Common 08/30/2005 D 85,490 D (1) 0 D
Common 08/30/2005 M 70,978 A $0 70,978 D
Common 08/30/2005 D 70,978 D $39.7606 0 D
Common Stock Units 08/30/2005 D 41,576 D (2) 0 I by 401(k) trust
ESOP Preference Shares 08/30/2005 D 7,784 D (3) 0 I by 401(k) trust
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
Deferred Comp. Plan Phantom Stock Units (4) 08/30/2005 M 70,978 08/30/2005 08/30/2005 Common 70,978 $0 0 D
Employee stock option (right to buy) $30.1667 08/30/2005 D 1 05/08/2000 05/08/2006 Common 61,326 (5) 0 D
Employee stock option (right to buy) $31.5 08/30/2005 D 1 05/14/2001 05/14/2007 Common 18,000 (6) 0 D
Employee stock option (right to buy) $36.125 08/30/2005 D 1 12/01/2001 12/01/2007 Common 37,500 (7) 0 D
Employee stock option (right to buy) $43.4375 08/30/2005 D 1 05/13/2002 05/13/2008 Common 22,500 (8) 0 D
Employee stock option (right to buy) $44.9688 08/30/2005 D 1 05/12/2003 05/12/2009 Common 22,500 (9) 0 D
Employee stock option (right to buy) $25.1875 08/30/2005 D 1 02/24/2004 02/24/2010 Common 60,000 (10) 0 D
Employee stock option (right to buy) $35.74 08/30/2005 D 1 05/09/2005 05/09/2011 Common 50,000 (11) 0 D
Employee stock option (right to buy) $35.38 08/30/2005 D 1 07/13/2005 05/08/2012 Common 60,000 (12) 0 D
Employee stock option (right to buy) $21.57 08/30/2005 D 1 07/13/2005 05/14/2013 Common 60,000 (13) 0 D
Employee stock option (right to buy) $27.89 08/30/2005 D 1 07/13/2005 05/12/2014 Common 165,000 (14) 0 D
Employee stock option (right to buy) $36.915 08/30/2005 D 1 08/30/2005 05/11/2015 Common 75,000 (15) 0 D
Explanation of Responses:
1. Each share of Issuer common stock was disposed of pursuant to the merger agreement among Issuer, Milan Acquisition LLC and Federated Department Stores, Inc. ("Federated") in exchange for $17.75 and .3115 of a share of Federated common stock. Federated common stock had a market value of $70.66 per share on the effective date of the merger.
2. Each common stock unit allocated to my May Common Stock Fund account under May's Profit Sharing Plan was exchanged for $17.75 and .3115 of a share of Federated common stock.
3. Each common stock equivalent of ESOP Preference Stock allocated to my ESOP Preference Fund account under May's Profit Sharing Plan was converted to May common stock and exchanged for $17.75 and .3115 of a share of Federated common stock.
4. The security converts to common stock on a one-for-one basis.
5. This option was assumed by Federated in the merger and replaced with an option to purchase 34,243 shares of Federated common stock for $54.03 per share.
6. This option was assumed by Federated in the merger and replaced with an option to purchase 10,051 shares of Federated common stock for $56.41 per share.
7. This option was assumed by Federated in the merger and replaced with an option to purchase 20,939 shares of Federated common stock for $64.70 per share.
8. This option was assumed by Federated in the merger and replaced with an option to purchase 12,563 shares of Federated common stock for $77.79 per share.
9. This option was assumed by Federated in the merger and replaced with an option to purchase 12,563 shares of Federated common stock for $80.53 per share.
10. This option was assumed by Federated in the merger and replaced with an option to purchase 33,503 shares of Federated common stock for $45.11 per share.
11. This option was assumed by Federated in the merger and replaced with an option to purchase 27,919 shares of Federated common stock for $64.01 per share.
12. This option was assumed by Federated in the merger and replaced with an option to purchase 33,503 shares of Federated common stock for $63.36 per share.
13. This option was assumed by Federated in the merger and replaced with an option to purchase 33,503 shares of Federated common stock for $38.63 per share.
14. This option was assumed by Federated in the merger and replaced with an option to purchase 92,132 shares of Federated common stock for $49.95 per share.
15. This option was assumed by Federated in the merger and replaced with an option to purchase 41,878 shares of Federated common stock for $66.11 per share.
Remarks:
Richard A. Brickson, as attorney-in-fact 08/30/2005
** 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).
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