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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 | ||||||||
Contract to Sell | (1) (2) (3) (4) | 04/20/2005 | J | 0 (1) (2) (3) (4) | (1)(2)(3)(4) | (1)(2)(3)(4) | Common Stock | 550,000 | (1) (2) (3) (4) | 3,572,487 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROBERTS MICHAEL V 1408 N. KINGSHIGHWAY, SUITE 300 ST. LOUIS, MO 63113 |
X |
/s/ Melinda J. Wheatley, Attorney-in-fact | 04/27/2005 | |
**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) | The Reporting Person entered into a prepaid variable share forward contract with an unaffiliated securities brokerage firm relating to up to 550,000 shares (the "Base Shares") of Alamosa Holdings, Inc. common stock ("Common Stock"). Pursuant to the contract, the brokerage firm sold an aggregate of 550,000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. |
(2) | Pursuant to the prepaid variable share forward contract, in exchange for a cash payment of $5,373,175.50, the Reporting Person has agreed to deliver a number of shares of Common Stock to the brokerage firm on October 20, 21, 22, 25 and 26 of 2010 (each, a "Maturity Date"). The Base Amount will be equally divided by the number of Maturity Dates (5), or 110,000 shares (the "Relevant Shares"). (Contined to footnote 3) |
(3) | (Continued from footnote 2) The number of shares to be delivered on each Maturity Date is equal to: (i) if the price of Common Stock at the close of business of the applicable Maturity Date (the "Relevant Price") is less than or equal to $11.63 per share the "Floor Price"), then 100% of the Relevant Shares; (ii) if the Relevant Price is greater than the Floor Price but less than $20.67 per share (the "Cap Price"), then the Relevant Shares multiplied by the Floor Price divided by the Relevant Price; and (iii) if the Relevant Price is greater than or equal to the Cap Price, then the Relevant Shares multiplied by a fraction equal to one minus the fraction where (x) the numerator is the Cap Price less the Floor Price and (y) the denominator is the Relevant Price. |
(4) | Pursuant to the prepaid variable share forward contract, the Reporting Person has the option to cash settle the contract, with the cash settlement amount being equal to the number of shares to be delivered multiplied by the Relevant Price. The Reporting Person has pledged 550,000 shares of Common Stock to the brokerage firm as security for its obligation to deliver shares at the termination of the contract. |
Remarks: Exhibit List Exhibit 24 - Confirming Statement |