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AMPHENOL CORP /DE/ Director's Dealing 2010

Dec 9, 2010

29818_dirs_2010-12-09_07db8947-a713-4d59-aac3-596b006aabfe.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2010-12-08

Reporting Person: SECORD DEAN H (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-12-08 Class A Common Stock C 14802 Acquired 17514.1605 Direct
2010-12-09 Class A Common Stock S 11000 $52.99 Disposed 6514.1605 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-01-04 Phantom Stock $0 A 5.9 Acquired Class A Common Stock (5.9) Direct
2010-04-01 Phantom Stock $0 A 4.91 Acquired Class A Common Stock (4.91) Direct
2010-07-01 Phantom Stock $0 A 5.18 Acquired Class A Common Stock (5.18) Direct
2010-10-01 Phantom Stock $0 A 6.04 Acquired Class A Common Stock (6.04) Direct
2010-12-08 Phantom Stock $0 C 14802 Disposed Class A Common Stock (14802) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 1000 Indirect

Footnotes

F1: Phantom Stock Units convert to Class A Common Stock on a one-for-one basis.

F2: Under the Amphenol Corporation Directors' Compensation Plan, the Reporting Person is entitled to receive shares of Class A common stock on a one-for-one basis upon the later of the first day of the year following the Reporting Person's retirement or separation from the board of directors or six months after such event.

F3: Additional Phantom Stock Units cover 3rd Qtr 2009 dividend payment.

F4: Additional Phantom Stock Units cover 4th Qtr 2009 dividend payment.

F5: Additional Phantom Stock Units cover 1st Qtr 2010 dividend payment.

F6: Additional Phantom Stock units cover 2nd Qtr 2010 dividend payment.

F7: Phantom Stock Units convert to Class A common stock on a one-for-one basis.

F8: This transaction was executed in multiple trades at prices ranging from $52.9818 to $53.0223.

F9: Indirect Ownership - Represents 1,000 shares of stock acquired by Mr. Secord's spouse, Marilyn Secord, for her own account. Mr. Secord disclaims any beneficial interest in these 1,000 shares of stock.