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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 | ||||||||
| Employee Stock Option (right to buy) 2/10/03 Grant | $ 16.205 | (4) | (4) | Common Stock | (4) | 275,000 (3) | D | ||||||||
| Employee Stock Option (right to buy) 2/10/03 Grant | $ 16.205 | (4) | (4) | Common Stock | (4) | 18,000 (3) | D | ||||||||
| Employee Stock Option (right to buy) 3/24/04 Grant | $ 19.175 | (4) | (4) | Common Stock | (4) | 200,000 (3) | D | ||||||||
| Employee Stock Option (right to buy) 3/31/05 Grant | $ 20.665 | 03/31/2005 | A | 75,000 | (7) | (7) | Common Stock | 75,000 | (7) | 75,000 | D | ||||
| Phantom Stock - EDP Grant 2/10/03 (1 for 1) | $ 0 (5) | (6) | (6) | Common Stock | (6) | 92,564 (3) | D | ||||||||
| Phantom Stock - EDP (1 for 1) | $ 0 (5) | (6) | (6) | Common Stock | (6) | 32,651 (3) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SWAN ROBERT HOLMES 5400 LEGACY DRIVE PLANO, TX 75024 |
EVP CFO | |||
| Linda Epstein as Attorney-in-Fact for Robert H. Swan | 04/04/2005 | |
| **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) | This amount reflects unvested performance restricted stock units ("PRSU") granted pursuant to a Rule 16b-3 qualified plan award to the Reporting Person on 3/31/05 and cliff vests on 2/29/08. The number of PRSUs that vest will depend on Issuer's financial performance over a three-year period. For the 2005 PRSU award, vesting will occur after the completion of the performance period that began on January 1, 2005 and will end on December 31, 2007. Performance will be measured based on Issuer's operating margins, net asset utilization and organic revenue growth during the performance period relative to pre-established targets. Depending on Issuer's results against those targets, the actual number of PRSUs that may vest can increase to up to 200% of the target number awarded. PRSUs granted to Issuer's executive officers will not have a 50% minimum vesting provision. Half of the PRSUs that vest will be subject to a holding period of one year. |
| (2) | The shares were held indirectly in trust by Hewitt Associates LLC under EDS 401(k) Plan as of 3/30/05. Hewitt Associates LLC accounts for holdings in the stock fund in units, comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of EDS Common Stock. |
| (3) | No reportable change since the last filing, this is a reiteration of holdings only. |
| (4) | Information originally included at time grant was reported. |
| (5) | 1 for 1 |
| (6) | Shares of phantom stock units ("PSU") under the Issuer's Executive Deferral Plan ("EDP") are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. |
| (7) | These shares were acquired under Issuer's Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation. These options cliff vest on 2/29/2008 and remains exercisable until 3/31/2012. Once vested, stock options may not be exercised through a "cashless exercise" during the twelve-month period following the vesting date. In addition, stock issued upon an exercise of an option within the twelve-month period following the vesting date will be subject to a holding period of one year from the date of exercise. |