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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Employee Stock Option (right to buy) / SAR (2) | $ 19.1 | Â | Â | Â | Â | Â | 02/12/2003(5) | 02/12/2013 | Common Stock | Â | 6,667 | Â | ||
Employee Stock Option (right to buy) / SAR (2) | $ 23.89 | Â | Â | Â | Â | Â | 02/12/2004(8) | 02/12/2014 | Common Stock | Â | 20,000 | Â | ||
Phantom Shares | Â | Â | Â | Â | Â | Â | Â (6) | Â (6) | Common Stock | Â | 609.794 (4) | By Trust | ||
Phantom Shares | Â | Â | Â | Â | Â | Â | Â (7) | Â (7) | Common Stock | Â | 571.132 (4) | By Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LAURITO JAMES P ROCHESTER GAS AND ELECTRIC CORPORATION 89 EAST AVENUE ROCHESTER, NY 14649 |
 |  |  President - Subsidiary |  |
James P. Laurito | 01/24/2005 | |
**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) | Includes equity securities acquired with participant contributions, Company matching fund contributions, and reinvested dividends pursuant to the common stock fund of the Company's 401(k) Plan which are exempt from reporting. |
(2) | The Stock Appreciation Right (SAR) was issued in tandem with an Employee Stock Option (right to buy). The exercise of a SAR will result in the corresponding cancellation of the Employee Stock Option (right to buy) to the extent of the number of shares of the Company's Common Stock as to which SARs are exercised. The exercise of the Employee Stock Option (right to buy) will result in the corresponding cancellation of a SAR to the extent of the number of shares of the Company's Common Stock as to which the Employee Stock Option (right to buy) is exercised. |
(3) | Includes equity securities acquired with reinvested dividends which are exempt from reporting under Rule 16a-11. |
(4) | Includes dividend phantom stock acquired pursuant to the dividend reinvestment feature included in the employee deferred compensation plan. |
(5) | The option is exercisable in three installments regarding the original number of options granted as follows: (a) in aggregate as to no more than 33 1/3% on February 12, 2003; (b) in aggregate as to no more than 66 2/3% on January 1, 2004; and (c) on January 1, 2005 as to 100% of all options which have not been previously exercised. |
(6) | 1 for 1. The phantom shares are held in an employee deferred compensation plan (CNG Deferred Compensation Plan). All payments pursuant to this plan shall be paid in cash and shall commence upon retirement or other termination of employment. |
(7) | 1 for 1. The phantom shares are held in an employee deferred compensation plan (RGE 401(k) Restoration Plan). All payments pursuant to this plan shall be paid in cash and shall commence upon retirement or other termination of employment. |
(8) | The option is exercisable in three installments regarding the original number of options granted as follows: (a) in aggregate as to no more than 33 1/3% on February 12, 2004; (b) in aggregate as to no more than 66 2/3% on January 1, 2005; and (c) on January 1, 2006 as to 100% of all options which have not been previously exercised. |