| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CENDANT CORP [ CD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/25/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock (series designated CD stock) | 10/25/2005 | A | 1,120 | A | $18.41(1) | 6,867 | I | Dirs. NQ Def. Comp. Plan | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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. Award represents fourth quarter 2005 non-employee director retainer fee and reinvestment of previously credited dividend equivalents. All shares are deferred into the 1999 Non-Employee Directors Deferred Compensation Plan and converted into deferred stock units thereunder. Payable upon termination of services as a director in accordance with the plan. |
| Remarks: |
| Jean M. Sera, by Power of Attorney for Louise T. Blouin MacBain | 10/27/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
POWER
OF ATTORNEY
For
Executing Forms 3, 4 and 5
KNOW
ALL
BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each
of
James E. Buckman, Eric J. Bock, Lynn A. Feldman and Jean Marie Sera, or any
of
them, each acting alone, her true and lawful attorney-in-fact to:
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(1)
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execute
for and on behalf of the undersigned a Form 3, Form 4 or Form 5
relating
to the securities of Cendant Corporation, in accordance with Section
16(a)
of the Securities Exchange Act of 1934 and the rules
thereunder;
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(2)
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do
and perform any and all acts for and on behalf of the undersigned
which
may be necessary or desirable to complete the execution of such
Form 3,
Form 4 or Form 5 and the timely filing of such form with the United
States
Securities and Exchange Commission and any other authority;
and
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(3)
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take
any other action of any type whatsoever in connection with the
foregoing
which, in the opinion of such attorney-in-fact, may be of benefit
to, in
the best interest of, or legally required by, the undersigned,
it being
understood that the documents executed by such attorney-in-fact
on behalf
of the undersigned pursuant to this Power of Attorney shall be
in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
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The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform all and every act and thing whatsoever requisite, necessary
and proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as such attorney-in-fact might
or
could do if personally present, hereby ratifying and confirming all that
such
attorney-in-fact shall lawfully do or cause to be done by virtue of this
Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that each of the foregoing attorneys-in-fact, in serving in
such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934. This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 or
5 with
respect to the undersigned’s holdings of and transactions in securities issued
by Cendant Corporation, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 23rd
day of
June 2005.
By: /s/
Louise T. Blouin MacBain
Louise
T.
Blouin MacBain