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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 | ||||||||
Phantom Stock Units - Deferred Compensation (2) | (3) | 03/29/2007 | A | 33.055 | (4) | (5) | Common Stock | 33.055 | $ 33.72 | 12,153.135 | D | ||||
Phantom Stock Units - Deferred Performance Shares | (6) | 03/29/2007 | A | 4.9796 | (7) | (7) | Common Stock | 4.9796 | $ 90.14 | 1,800.4353 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KUEHN RONALD L JR 103 JFK PARKWAY SHORT HILLS, NJ 07078 |
X |
/s/ Annemarie Ettinger for Ronald L. Kuehn, Jr. | 04/02/2007 | |
**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) | Acquired pursuant to a dividend reinvestment feature of the issuer's non-employee directors' stock incentive plan in connection with restricted stock units held by the reporting person. |
(2) | Phantom stock is reported in units vs. shares in the D&B Common Stock Fund of the issuer's non-employee directors' deferred compensation plan (the "Plan"). |
(3) | Each phantom stock unit entitles the reporting person to a cash payment based on the value on the payout date of the issuer's common stock corresponding to such units. Based on the $90.43 closing price of the issuer's common stock on the transaction date, each unit corresponds to approximately 2.67 shares. |
(4) | The reporting person may transfer these phantom stock units to alternative investment funds in the Plan. |
(5) | These phantom stock units are payable in cash after the reporting person ceases to be a member of the issuer's board of directors. |
(6) | Each phantom stock unit represents the right to receive one share of the issuer's common stock. |
(7) | These phantom stock units are payable in shares after the reporting person ceases to be a member of the issuer's board of directors. |