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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 | ||||||||
| Phantom Stock Units | (3) | 04/26/2007 | A | 57 (4) | (5) | (5) | Common stock | 5,526 | $ 70.01 (6) | 5,526 (7) | D | ||||
| Option (Right to Buy) | $ 16.5811 (8) | 04/27/2000(8) | J | V | 0 | 10/27/2000 | 04/27/2010 | Common Stock | 9,639 | $ 0 | 9,639 | D | |||
| Option (Right to Buy) | $ 37.6746 (8) | 04/26/2001(8) | J | V | 0 | 10/26/2001 | 04/26/2011 | Common Stock | 2,400 | $ 0 | 2,400 | D | |||
| Option (Right to Buy) | $ 41.1456 (8) | 04/25/2002(8) | J | V | 0 | 10/25/2002 | 04/25/2012 | Common Stock | 2,295 | $ 0 | 2,295 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| REED JOHN S 120 PARK AVENUE NEW YORK, NY 10017 |
X | |||
| G. Penn Holsenbeck for John S. Reed | 04/30/2007 | |
| **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) | Deferred stock awarded under the 2005 Stock Compensation Plan for Non-Employee Directors. |
| (2) | Includes 7,980 deferred shares held under the 2005 Stock Compensation Plan for Non-Employee Directors and 34,688 shares in a self-directed Keogh/IRA account, including an increase of 76 shares acquired through the reinvestment of dividends since March 30, 2007, the date of the last reportable transaction. |
| (3) | Phantom Stock Units convert to common stock on a 1-for-1 basis. |
| (4) | These units were acquired on April 26, 2007 pursuant to the deferred fee program of the Altria 1992 Compensation Plan for Non-Employee Directors. |
| (5) | These units are to be settled in cash upon the reporting person's termination as a member of the issuer's board of directors. |
| (6) | The average of the high and low price of Altria Group, Inc. common stock on April 26, 2007. |
| (7) | Share equivalents held in the deferred fee program of the Altria 1992 Compensation Plan for Non-Employee Directors. This includes an increase of 66 share equivalents since March 30, 2007, the date of the last reportable transaction. |
| (8) | Reflects a price adjustment to a previously issued option award in accordance with the terms of the Company's equity compensation plans in connection with the spin-off of Kraft Foods Inc. on March 30, 2007. |