| 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
DIRECTV GROUP INC [ DTV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/02/2008 | ||||||||||||||||||||||||||
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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 | 04/02/2008 | P | 78,300,000 | A | $25.25 | 548,720,752 | I | By wholly-owned Subsidiary | ||
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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 | ||||||||
| Call option (obligation to sell) | $28.3292 | 04/02/2008 | S/K(1) | 1 | 12/30/2009 | 12/30/2009 | Common Stock | 22,500,000 | $48,807,100 | 1 | I | By wholly-owned Subsidiary | |||
| Put option (right to sell) | $22.8891 | 04/02/2008 | P/K(1) | 1 | 12/30/2009 | 12/30/2009 | Common Stock | 22,500,000 | $51,805,200 | 1 | I | By wholly-owned Subsidiary | |||
| Call option (obligation to sell) | $29.2069 | 04/02/2008 | S/K(1) | 1 | 07/14/2010 | 07/14/2010 | Common Stock | 17,500,000 | $39,136,700 | 1 | I | By wholly-owned Subsidiary | |||
| Put option (right to sell) | $20.9272 | 04/02/2008 | P/K(1) | 1 | 07/14/2010 | 07/14/2010 | Common Stock | 17,500,000 | $33,951,300 | 1 | I | By wholly-owned Subsidiary | |||
| Call option (obligation to sell) | $30.329 | 04/02/2008 | S/K(1) | 1 | 01/26/2011 | 01/26/2011 | Common Stock | 12,500,000 | $33,031,500 | 1 | I | By wholly-owned Subsidiary | |||
| Put option (right to sell) | $22.8891 | 04/02/2008 | P/K(1) | 1 | 01/26/2011 | 01/26/2011 | Common Stock | 12,500,000 | $37,452,000 | 1 | I | By wholly-owned Subsidiary | |||
| Call option (right to sell) | $31.519 | 04/02/2008 | S/K(1) | 1 | 08/10/2011 | 08/10/2011 | Common Stock | 15,000,000 | $42,412,300 | 1 | I | By wholly-owned Subsidiary | |||
| Put option (right to sell) | $20.9272 | 04/02/2008 | P/K(1) | 1 | 08/10/2011 | 08/10/2011 | Common Stock | 15,000,000 | $39,463,300 | 1 | I | By wholly-owned Subsidiary | |||
| Call option (obligation to sell) | $32.7299 | 04/02/2008 | S/K(1) | 1 | 02/15/2012 | 02/15/2012 | Common Stock | 17,500,000 | $50,740,100 | 1 | I | By wholly-owned Subsidiary | |||
| Put option (right to sell) | $22.8891 | 04/02/2008 | P/K(1) | 1 | 02/15/2012 | 02/15/2012 | Common Stock | 17,500,000 | $59,012,400 | 1 | I | By wholly-owned Subsidiary | |||
| Call option (obligation to sell) | $33.2471 | 04/02/2008 | S/K(1) | 1 | 08/29/2012 | 08/29/2012 | Common Stock | 25,000,000 | $79,788,900 | 1 | I | By wholly-owned Subsidiary | |||
| Put option (right to sell) | $20.9272 | 04/02/2008 | P/K(1) | 1 | 08/29/2012 | 08/29/2012 | Common Stock | 25,000,000 | $72,232,400 | 1 | I | By wholly-owned Subsidiary | |||
| Explanation of Responses: |
| 1. The Reporting Person entered into a "zero-cost collar" arrangement with a financial institution pursuant to which the Reporting Person wrote a series of covered call options and purchased a series of put options. Only one of the options can be in the money on an expiration date, at which time the in-the-money option will be exercised (and settled for cash), and the other option will expire. If neither option is in the money on the expiration date, both options will expire. The premiums received and paid in respect of all of the options net to zero. |
| By: /s/ Craig Troyer, Vice President | 04/04/2008 | |
| ** 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). | ||
| 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. | ||