FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NYMEX HOLDINGS INC [ NMX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/22/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/22/2008 | M | 33,250 | A | $0(1) | 33,250 | D | |||
Common Stock | 08/22/2008 | F | 14,565(8) | D | $81.15 | 18,685 | D | |||
Common Stock | 08/22/2008 | D | 18,685 | D | $0(9) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 08/22/2008 | M | 33,250 | (2) | (2) | Common Stock | 33,250 | (3) | 0 | D | ||||
Stock Option (right to buy) | $59 | 08/22/2008 | M(4) | 135,500 | (5) | 11/17/2014 | Common Stock | 135,500 | (3) | 0 | D | ||||
Stock Option (right to buy) | $118.97 | 08/22/2008 | M(6) | 40,500 | (7) | 01/09/2016 | Common Stock | 40,500 | (3) | 0 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive one share of NYMEX Holdings, Inc. common stock. |
2. The accelerated vesting of the restricted stock units is due to the consummation of the transaction between CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc. |
3. Not applicable. |
4. Converted into options to purchase 32,103 shares of CME Group Class A common stock at an exercise price of $248.11 per share. |
5. The option vests in four equal annual installments beginning on November 17, 2007, subject to additional terms contained in the grant and, if applicable, other contracts. |
6. Converted into options to purchase 9,630 shares of CME Group Class A common stock at an exercise price of $500.30 per share. |
7. The option vests in four equal annual installments beginning on January 9, 2009, subject to additional terms contained in the grant and, if applicable, other contracts. |
8. Dr. Newsome surrendered shares to the Company in order to fulfill tax withholding obligations upon the vesting of restricted stock on August 22, 2008. |
9. Disposed of pursuant to merger agreement by and among CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc. at an exchange ratio of 0.2378 shares of CME Group Inc. Class A common stock for each share of NYMEX Holdings, Inc. common stock. |
/s/ James Newsome | 08/26/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |