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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Settled Appreciation Rights (SSARs) (4) | $ 26.1 | 04/10/2007 | D | 41,576 | 05/02/2007 | 08/01/2013 | Common Stock | 41,576 | $ 0 | 0 | D | ||||
| Employee Stock Options (5) | $ 19.386 | 04/10/2007 | D | 7,590 | 08/01/2006 | 01/27/2008 | Common Stock | 7,590 | $ 0 | 0 | D | ||||
| Employee Stock Options (5) | $ 34.9295 | 04/10/2007 | D | 18,243 | 08/01/2006 | 01/13/2010 | Common Stock | 18,243 | $ 0 | 0 | D | ||||
| Employee Stock Options (5) | $ 30.1089 | 04/10/2007 | D | 30,023 | 08/01/2006 | 01/22/2012 | Common Stock | 30,023 | $ 0 | 0 | D | ||||
| Employee Stock Options (5) | $ 28.2518 | 04/10/2007 | D | 39,093 | 08/01/2006 | 04/21/2009 | Common Stock | 39,093 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kelleher Kevin J REALOGY CORPORATION 1 CAMPUS DRIVE PARSIPPANY, NJ 07054 |
President & CEO, Cartus | |||
| /s/ Seth Truwit, as attorney-in-fact for Kevin J. Kelleher | 04/11/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Reflects the issuance of restricted stock units pursuant to a performance based award granted to Reporting Person under the Realogy Corporation 2006 Equity and Incentive Plan (the "2006 Equity and Incentive Plan"). The restricted stock units were vested on the Transaction Date in accordance with the terms of the 2006 Equity and Incentive Plan and the Agreement and Plan of Merger, dated as of December 15, 2006, among Domus Holdings Corp., Domus Acquisition Corp. and the Issuer (the "Merger Agreement"). |
| (2) | Includes Reporting Person's restricted stock units which were vested and shares, all of which were converted into the right to receive $30 per share in cash or equity, as applicable, on the Transaction Date under the terms of the 2006 Equity and Incentive Plan and the Merger Agreement. |
| (3) | Reporting Person's holdings of deferred stock units granted under the 2006 Equity and Incentive Plan were converted into the right to receive $30 per share in cash or equity, as applicable, on the Transaction Date under the terms of the 2006 Equity and Incentive Plan and the Merger Agreement. |
| (4) | The SSARs were issued under the 2006 Equity and Incentive Plan. The SSARs were to vest in four equal installments on each of the first four anniversaries of May 2, 2006, subject to the Reporting Person's continued employment. Reporting Person's SSARs were vested under the terms of the 2006 Equity and Incentive Plan and the Merger Agreement. In accordance with the terms of the 2006 Equity and Incentive Plan and the Merger Agreement, these SSARs were cancelled and converted on the Transaction Date into the right to receive a cash payment equal to the number of outstanding shares of Issuer common stock underlying the SSARs multiplied by the amount by which $30 exceeded the exercise price of the SSARs, without interest and less any applicable withholding taxes. |
| (5) | All stock options listed in Table II were issued under the 2006 Equity and Incentive Plan pursuant to the equitable adjustment of awards made under Cendant Corporation's equity plans in connection with the pro rata distribution of shares of Issuer by Cendant Corporation to its stockholders. All options listed in Table II were fully exercisable. Reporting Person's options were cancelled and converted on the Transaction Date, under the terms of the 2006 Equity and Incentive Plan and the Merger Agreement, into the right to receive a cash payment equal to the number of outstanding shares of Issuer common stock underlying the options multiplied by the amount (if any) by which $30 exceeded the exercise price, without interest and less any applicable withholding taxes. In accordance with the terms of the Merger Agreement, all stock options with an exercise price above the merger consideration of $30 per share were cancelled on the Transaction Date and no payment will be made thereon. |