| 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) 08/15/2006 | ||||||||||||||||||||||||||
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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) | 08/15/2006 | M(1) | 29,044 | A | $0 | 39,130 | D | |||
| Common Stock (series designated CD stock) | 08/15/2006 | F(2) | 11,727 | D | $1.86 | 27,403 | D | |||
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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 | ||||||||
| Restricted Stock Units | $0 | 08/15/2006 | M(1) | 4,321 | 04/22/2004(3) | (6) | Common Stock (series designated CD stock) | 4,321 | $0 | 0 | D | ||||
| Restricted Stock Units | $0 | 08/15/2006 | M(1) | 8,497 | 04/27/2005(4) | (6) | Common Stock (series designated CD stock) | 8,497 | $0. | 0 | D | ||||
| Restricted Stock Units | $0 | 08/15/2006 | M(1) | 16,226 | 04/27/2005(5) | (6) | Common Stock (series designated CD stock) | 16,226 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents restricted stock units which automatically converted to Common Stock (series designated CD stock) upon the vesting of such units on a one-to-one basis. |
| 2. Represents tax withholdings in connection with the vesting of 29,044 shares of performance vesting restricted stock units on August 15, 2006. |
| 3. Original grant vests in four equal installments on April 22, 2004, 2005, 2006 and 2007. In connection with the Separation Plan, vesting was accelerated to August 15, 2006. |
| 4. One-half of the original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008, subject to the Company?s attainment of preestablished financial performance goals. An additional one-half of the original grant vests on April 27, 2008, subject to the Company?s attainment of preestablished financial performance goals. In connection with the Separation Plan, vesting was accelerated to August 15, 2006. In addition, 11,328 Performance-Vesting Restricted Stock Units, which were to originally vest upon the attainment of above-target performance goals, terminated as disclosed in Cendant?s Current Reports on Form 8-K dated March 27, 2006 and October 27, 2005. |
| 5. One-half of the original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008, subject to the Company?s attainment of preestablished financial performance goals. An additional one-half of the original grant vests on April 27, 2008, subject to the Company?s attainment of preestablished financial performance goals. In connection with the Separation Plan, vesting was accelerated to August 15, 2006. In addition, 16,225 Performance-Vesting Restricted Stock Units, which were to originally vest upon the attainment of above-target performance goals, terminated as disclosed in Cendant?s Current Reports on Form 8-K dated March 27, 2006 and October 27, 2005. |
| 6. Expiration date not applicable. |
| Remarks: |
| Jean M. Sera, by Power of Attorney for John McClain | 08/16/2006 | |
| ** 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 PRESENT, that the undersigned hereby constitutes and appoints each
of
Karen C. Sclafani and Jean M. Sera or any of them, each acting alone, his 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 attorney-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 28th day of July 2006.
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By:
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/s/ John T. McClain |
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John
T. McClain
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