Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
FORM 5(continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of |
2. Conversion or |
3. Transaction Date |
3A. Deemed |
4. Transaction |
5. Number of |
6. Date Exercisable and |
7. Title and Amount of |
8. Price of |
9. Number of |
10. Ownership |
11. Nature of |
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Stock Options |
$19.030 |
8/1/02 |
A |
68,333 |
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1/2/04-50% |
1/2/12 |
Common Stock |
68,333 |
(2) |
68,333 |
D |
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Explanation of Responses:
(1) Acquired pursuant to the Agreement and Plan of Merger, dated February 9, 2001, among Pepco Holdings, Inc. ("PHI"), Potomac Electric Power Company ("Pepco") and Conectiv (the "Merger") in which 65,000 shares of restricted stock were exchanged for 83,333 shares, having an aggregate market value of $1,674,993.30 at the time of the Merger.
(2) Acquired pursuant to the Merger, in which 53,300 options granted under the Conectiv Incentive Compensation Plan, that in accordance with the terms of the options, were exchanged on a one for 1.28205 basis for options to purchase shares of PHI common stock at the same exercise price per share.