R H Donnelley Corp - Statement of Changes in Beneficial Ownership (4)
July 16 2008 - 6:49PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SWANSON DAVID C
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2. Issuer Name
and
Ticker or Trading Symbol
R H DONNELLEY CORP
[
RHD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chariman & CEO
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(Last)
(First)
(Middle)
1001 WINSTEAD DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/14/2008
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(Street)
CARY, NC 27513
(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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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$25.54
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7/14/2008
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D
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450000
(1)
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10/25/2006
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10/25/2009
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Common Stock
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450000
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$0
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0
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D
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Non-Qualified Stock Option (right to buy)
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$29.51
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7/14/2008
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D
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88403
(1)
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5/1/2006
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5/1/2012
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Common Stock
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88403
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$0
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0
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D
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Non-Qualified Stock Option (right to buy)
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$41.095
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7/14/2008
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D
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141800
(1)
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2/26/2004
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2/26/2011
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Common Stock
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141800
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$0
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0
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D
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Stock Appreciation Rights
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$1.69
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7/14/2008
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A
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370567
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(2)
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7/14/2015
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Common Stock
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370567
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$0
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370567
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D
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Stock Appreciation Rights
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$41.58
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7/14/2008
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D
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288462
(1)
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7/28/2007
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7/28/2011
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Common Stock
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288462
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$0
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0
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D
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Stock Appreciation Rights
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$65
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7/14/2008
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D
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300000
(1)
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10/3/2008
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10/3/2012
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Common Stock
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300000
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$0
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0
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D
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Stock Appreciation Rights
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$74.31
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7/14/2008
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D
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192851
(1)
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2/27/2010
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2/27/2014
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Common Stock
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192851
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$0
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0
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D
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Explanation of Responses:
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(
1)
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These options or stock appreciation rights were cancelled at the election of this filer in exchange for the new stock appreciation rights reported in this filing in accordance with the terms of the "R.H. Donnelley Corporation Offer To Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for New Stock Appreciation Rights" as disclosed in Schedule TO as filed with the SEC on June 12, 2008, as amended.
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(
2)
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These stock appreciation rights generally vest and become exercisable in 33.3% increments annually commencing on the anniversary of the grant date, subject to the achievement of stock price appreciation targets set forth in the "R.H. Donnelley Corporation Offer To Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for New Stock Appreciation Rights" as disclosed in Schedule TO as filed with the SEC on June 12, 2008, as amended.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SWANSON DAVID C
1001 WINSTEAD DRIVE
CARY, NC 27513
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X
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Chariman & CEO
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Signatures
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David C Swanson
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7/16/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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