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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) | 05/31/2005 | J | 0 (1) (2) (3) | (1)(2)(3) | (1)(2)(3) | Common Stock | 332,223 | (1) (2) (3) | 0 | D (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SHARBUTT DAVID E 5225 S LOOP 289 LUBBOCK, TX 79424 |
Chief Executive Officer |
Melinda Wheatley, Attorney-in-fact | 06/01/2005 | |
**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) | On May 31, 2005, the Reporting Person entered into a variable forward contract with an unaffiliated securities brokerage firm relating to up to 332,223 shares of Alamosa Holdings, Inc. common stock ("Common Stock"). Pursuant to the contract, the brokerage firm sold an aggregate of 332,223 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) | The variable forward contract provides that on May 31, 2010, Reporting Person will deliver, in the aggregate, a number of shares of Common Stock to the brokerage firm (or, at their election, the cash equivalent of such shares) as follows: (a) if the settlement price is less than the downside floor, a delivery of 332,223 shares of Common Stock; and (b) if the settlement price is equal to or greater than the downside floor, a delivery of between 227,239 and 332,223 shares of Common Stock (subject to adjustment for capital restructurings), dependent upon the settlement price. |
(3) | Pursuant to the variable 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 332,223 shares of Common Stock to the brokerage firm as security for its obligation to deliver shares at the termination of the contract. |
(4) | Five S Limited, of which the Reporting Person is a limited partner and exercises control over the general partner or investment control over the partnership's portfolio transactions, owns 475.42 shares of Common Stock and 1,455,000 stock options. |