1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Options to purchase Common Stock
(1)
|
10/01/2000 |
10/01/2009 |
Common Stock
|
3,000
|
$
12
|
D
|
Â
|
Options to purchase Common Stock
(2)
|
10/12/2001 |
10/12/2010 |
Common Stock
|
10,000
|
$
15.63
|
D
|
Â
|
Stock Appreciation Rights
(3)
|
Â
(3)
|
12/12/2010(4)
|
Common Stock
|
50,000
|
$
26.808
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
One-third of these options vests on the first anniversary of the date of grant (October 1, 1999). Thereafter, the options will vest in equal monthly installments for a period of 24 months. |
(2) |
One-third of these options vests on the first anniversary of the date of grant (October 12, 2000). Thereafter, the options will vest in equal monthly installments for a period of 24 months. |
(3) |
Reflects the grant of Stock Appreciation Rights ("SARs") with respect to 50,000 shares of Common Stock, par value $.01 per share. Seventy-five percent of the grant (37,500 shares) is subject to time-vesting, one-third (12,500 shares) of which shall become vested and nonforfeitable on the first anniversary ($28.148 Premium Base Value Per Share), one-third (12,500 shares) of which shall become vested and nonforfeitable on the second anniversary ($29.556 Premium Base Value Per Share) and one-third (12,500 shares) of which shall become vested and nonforfeitable on the third anniversary ($31.033 Premium Base Value Per Share), provided Mr. Cuffe remains continuously employed by Golden Telecom, Inc. or one of its subsidiaries or business units until each such relevant date. Twenty-five percent of the SARs granted (12,500 shares) is subject to performance vesting upon the Company's Common Stock achieving a closing trading price of at least $50.00 per share for thirty consecutive days. |
(4) |
If the Company's Common Stock does not achieve a closing trading price of at least $50.00 per share for thirty consecutive days within three years of the date of grant (December 12, 2005), such portion of the SARs granted subject to performance vesting shall expire by its terms and shall not be exercisable. |