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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 | ||||||||
Option to Buy | $ 5 | 11/10/2006 | M | 34,780 | (6) | 05/28/2009 | Common | 34,780 | $ 0 | 165,220 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ORRIS DONALD C C/O PACER INTERNATIONAL 5251 DTC PARKWAY, SUITE 1000 GREENWOOD VILLAGE, CO 80111-2739 |
X | Chairman and CEO |
/s/ Stephanie Talbert, attorney in fact | 11/10/2006 | |
**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 sales of the shares reported in this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2006. |
(2) | The sales of the shares were effected in 61 transactions on the date reported at prices ranging from $29.17 to $29.87 per share. |
(3) | The sales of the shares were effected in 79 transactions on the date reported at prices ranging from $29.39 to $30.18 per share. |
(4) | The sales of the shares were effected in 71 transactions on the date reported at prices ranging from $29.18 to $30.04 per share. |
(5) | The sales of the shares were effected in 108 transactions on the date reported at prices ranging from $28.61 to $29.68 per share. |
(6) | The options were granted on 5/28/1999 and vest over a period of 5 to 7 years as hereafter described. On each of the first five anniversaries of the grant date, 20% of the options are eligible for vesting as follows: if the optionee remains an employee of registrant on such anniversary date, 1/3rd automatically vest and the remaining 2/3rds vest if certain performance targets have been met. Any options, which have not vested as previously described, will automatically vest on the seventh anniversary of the grant date if the optionee remains so employed. On the date of this filing, all of the options had vested and were exercisable. |
(7) | The sales of the shares were effected in 61 transactions on the date reported at prices ranging from $28.44 to $29.25 per share. |