- Statement of Changes in Beneficial Ownership (4)
06 January 2009 - 9:37AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MCCANN ROBERT J
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2. Issuer Name
and
Ticker or Trading Symbol
MERRILL LYNCH & CO., INC.
[
MER
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
C/O MERRILL LYNCH & CO., INC., 4 WORLD FINANCIAL CENTER
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2008
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(Street)
NEW YORK, NY 10080
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/31/2008
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A
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121358
(1)
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A
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$0
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662434
(2)
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D
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Common Stock
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1/1/2009
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D
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662434
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D
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$0
(3)
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0
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D
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Common Stock
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1/1/2009
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D
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45144
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D
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$0
(3)
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0
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I
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By GRAT
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$36.17
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1/1/2009
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D
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125000
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(4)
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1/25/2009
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Common Stock
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125000
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(4)
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0
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D
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Stock Option (Right to Buy)
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$43.78
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1/1/2009
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D
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152630
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(5)
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1/27/2010
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Common Stock
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152630
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(5)
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0
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D
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Stock Option (Right to Buy)
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$77.56
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1/1/2009
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D
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126350
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(6)
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1/23/2011
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Common Stock
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126350
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(6)
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0
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D
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Stock Option (Right to Buy)
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$53.74
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1/1/2009
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D
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133188
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(7)
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1/28/2012
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Common Stock
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133188
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(7)
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0
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D
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Stock Option (Right to Buy)
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$36.06
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1/1/2009
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D
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62708
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(8)
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1/27/2013
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Common Stock
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62708
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(8)
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0
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D
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Stock Option (Right to Buy)
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$59.85
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1/1/2009
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D
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58809
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(9)
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1/26/2014
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Common Stock
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58809
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(9)
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0
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D
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Stock Option (Right to Buy)
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$55.59
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1/1/2009
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D
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971346
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(10)
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1/28/2018
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Common Stock
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971346
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(10)
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0
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D
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Explanation of Responses:
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(
1)
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The reporting person received 121,358 restricted shares under a performance-based plan established by the issuer in 2006 tied to a return on equity. Pursuant to the plan, these shares were converted at a ratio of 2.5 to 1 immediately prior to the merger between the issuer and a subsidiary of Bank of America Corporation ("BAC").
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(
2)
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This total reflects the acquisition of shares of issuer common stock as a result of contributions, allocations or dividend reinvestments through issuer plans which are exempt from the reporting requirements under the provisions of Rule 16a-3 and/or 16a-11.
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(
3)
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Disposed of pursuant to merger agreement between issuer and BAC in exchange for 0.8595 of a common share of BAC for each share of issuer common stock, as set forth in the merger agreement. The closing price of BAC common stock on December 31, 2008 was $14.08. These transactions are exempt under Rule 16b-3.
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(
4)
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These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 107,436 shares of BAC common stock with an exercise price of $42.09 per share.
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(
5)
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These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 131,185 shares of BAC common stock with an exercise price of $50.94 per share.
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(
6)
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These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 108,597 shares of BAC common stock with an exercise price of $90.25 per share.
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(
7)
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These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 114,475 shares of BAC common stock with an exercise price of $62.54 per share.
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(
8)
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These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 53,897 shares of BAC common stock with an exercise price of $41.97 per share.
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(
9)
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These options, which were 100% vested prior to the merger, were assumed by BAC in the merger and replaced with options to purchase 50,546 shares of BAC common stock with an exercise price of $69.64 per share.
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(
10)
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These options, which provided for 100% vesting upon the completion of the merger between the issuer and a subsidiary of BAC, were assumed by BAC in the merger and replaced with options to purchase 834,870 shares of BAC common stock with an exercise price of $64.69 per share.
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Remarks:
All reported positions have been rounded down to the nearest whole number.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MCCANN ROBERT J
C/O MERRILL LYNCH & CO., INC.
4 WORLD FINANCIAL CENTER
NEW YORK, NY 10080
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Executive Vice President
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Signatures
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Robert J. McCann (By Pia K. Thompson, as agent)
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1/5/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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