Statement of Changes in Beneficial Ownership (4)
October 05 2020 - 5:41PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Curcio Michael John |
2. Issuer Name and Ticker or Trading Symbol
E TRADE FINANCIAL CORP
[
ETFC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Institutional |
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(Last)
(First)
(Middle)
671 NORTH GLEBE ROAD, BALLSTON TOWER |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/2/2020 |
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(Street)
ARLINGTON, VA 22203
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 10/2/2020 | | A | | 48323 (1) | A | $0 | 165500 | D | |
| Common Stock | 10/2/2020 | | D(2) | | 165500 (3) | D | (4) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Represents the number of shares of Common Stock received in settlement of performance share units, which vested as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of February 20, 2020, by and among E*TRADE Financial Corporation, Moon-Eagle Merger Sub, Inc. and Morgan Stanley, as it may be amended from time to time, referred to as the Merger Agreement. |
| (2) | Disposed of as a result of the merger pursuant to the Merger Agreement. |
| (3) | Includes shares underlying previously reported equity awards. |
| (4) | Each share of common stock, including shares underlying previously reported equity awards, was cancelled pursuant to the Merger Agreement in exchange for the right to receive the consideration provided in the Merger Agreement (i.e., 1.0432 fully paid and nonassessable shares of voting common stock, $0.01 par value, of Morgan Stanley for each such share, subject to applicable tax withholding and with cash payable in lieu of any fractional shares). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Curcio Michael John
671 NORTH GLEBE ROAD
BALLSTON TOWER
ARLINGTON, VA 22203 |
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| EVP, Institutional |
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Signatures
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| /s/ By: Lori Sher For: Michael John Curcio | | 10/5/2020 |
| **Signature of Reporting Person | Date |
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