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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) (2) | 11/14/2007 | J(2)(3) | V | 81,038,764.79 | (1)(2) | (1)(2) | Class A Common Stock | 81,038,764.79 | $ 0 | 81,038,764.79 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MORGAN STANLEY 1585 BROADWAY NEW YORK, NY 10036 |
X | |||
| /s/ Ola Lotfy, Assistant Secretary | 11/16/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Class B Common Stock is convertible at any time at the holder's option on a one-for-one basis into Class A Common Stock and has no expiration date. The Class B Common Stock is automatically converted into Class A Common Stock upon any sale by the reporting person to any party other than Morgan Stanley, or its subsidiaries or affiliates. Class B Common Stock generally has identical rights as Class A Common Stock, except that holders of Class A Common Stock are entitled to one vote per share while holders of class B Common Stock are entitled to five votes per share on matters to be voted on by shareholders with certain exceptions. |
| (2) | Immediately after the pricing of the Issuer's initial public offering ("IPO") of its class A common stock, par value $.01 per share (the "Class A Common Stock"), the Issuer amended its certificate of incorporation. The amendment and restatement, among other things, (i) created two new classes of stock, the Class A Common Stock and the class B common stock, par value $.01 per share (the "Class B Common Stock"), which generally is convertible into Class A Common Stock on a one-for-one basis and (ii) reclassified each of the Issuer's then-outstanding shares of common stock, par value $1.00 per share (the "Common Stock") into 2,861.235208 shares of Class B Common Stock (the "Reclassification"). |
| (3) | Each of the reporting person's 28,323 shares of Common Stock was reclassified into 2,861.235208 shares of Class B Common Stock in the Reclassification described in note 2, and the reporting person was not required to pay any exercise price in connection with such conversion. The Reclassification was structured to comply with Rules 16a-13, 16b-3 and 16b-7 of the Exchange Act. |