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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 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 Options (5) | $ 20.6189 | 08/01/2006 | J | 10,297 | 08/01/2006 | 04/30/2007 | Common Stock | 10,297 | $ 0 | 10,297 | D | ||||
Stock Options (5) | $ 42.0257 | 08/01/2006 | J | 48,572 | 08/01/2006 | 12/17/2007 | Common Stock | 48,572 | $ 0 | 48,572 | D | ||||
Stock Options (5) | $ 42.0257 | 08/01/2006 | J | 64,325 | 08/01/2006 | 10/14/2008 | Common Stock | 64,325 | $ 0 | 64,325 | D | ||||
Stock Options (5) | $ 20.6189 | 08/01/2006 | J | 75,483 | 08/01/2006 | 12/17/2007 | Common Stock | 75,483 | $ 0 | 75,483 | D | ||||
Stock Options (5) | $ 37.5605 | 08/01/2006 | J | 125,098 | 08/01/2006 | 04/21/2009 | Common Stock | 125,098 | $ 0 | 125,098 | D | ||||
Stock Options (5) | $ 46.4384 | 08/01/2006 | J | 105,030 | 08/01/2006 | 01/13/2010 | Common Stock | 105,030 | $ 0 | 105,030 | D | ||||
Stock Options (5) | $ 19.7784 | 08/01/2006 | J | 208,498 | 08/01/2006 | 01/03/2011 | Common Stock | 208,498 | $ 0 | 208,498 | D | ||||
Stock Options (5) | $ 40.0295 | 08/01/2006 | J | 20,850 | 08/01/2006 | 01/22/2012 | Common Stock | 20,850 | $ 0 | 20,850 | D | ||||
Stock Options (5) | $ 40.0295 | 08/01/2006 | J | 41,699 | 08/01/2006 | 01/22/2012 | Common Stock | 41,699 | $ 0 | 41,699 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BUCKMAN JAMES E C/O WYNDHAM WORLDWIDE CORPORATION SEVEN SYLVAN WAY PARSIPPANY, NJ 07054 |
X |
/s/ Lynn A. Feldman as Attorney-in-Fact for James E. Buckman | 08/02/2006 | |
**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) | Received shares as part of the pro rata distribution of shares of Wyndham Worldwide Corporation by Cendant Corporation to its stockholders (the "Distribution"). |
(2) | Includes 3,220 shares held in the reporting person's IRA account and 13,616 shares held in a non-qualified deferred compensation plan. |
(3) | Consists of restricted stock units granted under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan based upon the equitable adjustment of awards made under Cendant Corporation's equity plans in connection with Wyndham Worldwide Corporation's separation from Cendant Corporation on July 31, 2006. All of the restricted stock units vest on August 15, 2006 (assuming the reporting person remains employed by Wyndham Worldwide Corporation through such date), which is the 15th day following the July 31, 2006 simultaneous distribution of Realogy Corporation and Wyndham Worldwide Corporation from Cendant Corporation. The reporting person will be entitled to receive one share of common stock for each vested restricted stock unit. |
(4) | Consists of deferred stock units issued under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan to satisfy obligations under the Wyndham Worldwide Corporation's Non-Employee Directors Deferred Compensation Plan with respect to a New Director Equity Grant issued to the reporting person. Each deferred stock unit will entitle the reporting person to receive one share of common stock following his retirement or termination of service from the Board of Directors for any reason. The reporting person may not sell or receive value from any deferred stock unit prior to termination of service. |
(5) | All stock options listed in Table II were issued under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan pursuant to the equitable adjustment of awards made under Cendant Corporation's equity plans in connection with the Distribution. All options listed in Table II are fully exercisable. |