-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PZGe5tHAupP6J9bPXUv+3/PDQ9nd/CY9Nmje3WvLl4CrzziyOYfoBP8op1C6I9xP ReanMD5rN0ZMndRxiU04Bw== 0000065100-08-000017.txt : 20080130 0000065100-08-000017.hdr.sgml : 20080130 20080130164825 ACCESSION NUMBER: 0000065100-08-000017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080128 FILED AS OF DATE: 20080130 DATE AS OF CHANGE: 20080130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132740599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 BUSINESS PHONE: 2124491000 MAIL ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLEMING GREGORY J CENTRAL INDEX KEY: 0001258750 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07182 FILM NUMBER: 08561659 BUSINESS ADDRESS: BUSINESS PHONE: 2126700420 MAIL ADDRESS: STREET 1: MERRILL LYNCH STREET 2: 222 BROADWAY 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-01-28 0000065100 MERRILL LYNCH & CO INC MER 0001258750 FLEMING GREGORY J C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER NEW YORK NY 10080 0 1 0 0 President Stock Option - Right to Acquire 55.593 2008-01-28 4 A 0 1187200 0 A 2018-01-28 Common Stock 1187200 1187200 D The Management Development and Compensation Committee (the MDCC) of the Board of Directors of Merrill Lynch & Co., Inc. (the Company) determined that the Company will not pay bonuses to executive officers for performance in 2007. On January 28, 2008, the MDCC approved performance-based retention grants to members of continuing executive management of the Company including Mr. Fleming. The grants were made to promote the continuity of the management team and create further alignment with shareholders. This transaction is exempt under Rule 16b-3. These stock options will be exercisable into shares of common stock. The exercise price of all of the stock options is $55.593, the fair market value of the Company's common stock on January 28, 2008, the date of grant. To ensure significant retention value, the grants will not be exercisable and will not be subject to retirement treatment prior to January 28, 2010. One-third of the stock options granted will become exercisable after January 28, 2010. The remaining two-thirds of stock options granted will become exercisable after that date only if specified stock price targets are achieved at any time after the grant date as follows: (A) one-third of the total grant will become exercisable if the average closing price of the Company's common stock over any 15-day trading period reaches $80.00 per share and (B) the last third of the total grant will become exercisable if the average closing price of the Company's common stock over any 15-day trading period reaches $100.00 per share. The exercise price of all of the stock options is $55.593, the fair market value of the Company's common stock on January 28, 2008, the date of grant. If the hurdles are not met, the grants will not become exercisable . The full terms of these retention grants are described in a Current Report on Form 8-K to be filed by the Company contemporaneously with this filing. All reported positions have been rounded down to the nearest whole number. Gregory J. Fleming (By Pia K. Thompson, as agent) 2008-01-30 -----END PRIVACY-ENHANCED MESSAGE-----