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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 | ||||||||
Class B common stock | (2) (3) | 05/18/2007 | J(1) | 13,500,000 | (2)(3) | 11/16/2009(2)(3) | Class A common stock | 13,500,000 | $ 0 (1) | 0 | I (1) | See Footnote (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PERKINS DONALD S C/O IHS INC. 15 INVERNESS WAY EAST ENGLEWOOD, CO 80112 |
X |
/s/Stephen Green, by power of attorney Name: Stephen Green | 05/18/2007 | |
**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) | Mr. Perkins is filing this form in his capacity as a director of Tornabuoni Limited ("Tornabuoni"). Tornabuoni was an entity that oversaw the trustee of the Thyssen Bornemisza Continuity Trust (the "Continuity Trust"). On May 14, 2007, the Continuity Trust was reorganized (the "Reorganization") and its assets were distributed to a number of newly created trusts. Upon completion of the Reorganization, the Continuity Trust was dissolved, and Tornabuoni is therefore no longer involved in the oversight of its trustee. |
(2) | Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock converts automatically, without any action by the holder, into one share of Class A common stock upon the earlier of: (1) any transfer, whether or not for value, except for (a) transfers to any trust, so long as such trust is the sole owner, directly or indirectly, of TBG Holdings NV and the principal beneficiary of such trust is Georg Heinrich Thyssen-Bornemisza; |
(3) | and (b) transfers to any corporate entities, partnerships or other similar entities, so long as the Thyssen-Bornemisza Continuity Trust or any trust described in (a) above directly or indirectly wholly-owns such entities; (2) the death of Georg Heinrich Thyssen-Bornemisza; (3) November 16, 2009; and (4) the date on which holders of Class B common stock do not own at least 22% of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, as determined by the Board of Directors of IHS Inc. |