Statement of Changes in Beneficial Ownership (4)
September 30 2013 - 6:38PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Smith Steven Michael
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2. Issuer Name
and
Ticker or Trading Symbol
ARBITRON INC
[
ARB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, Survey Operations
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(Last)
(First)
(Middle)
9705 PATUXENT WOODS DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2013
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(Street)
COLUMBIA, MD 21046
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/30/2013
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D
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21470.2034
(1)
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D
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$48.00
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$33.87
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9/30/2013
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D
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9421
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(2)
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2/28/2022
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Common Stock
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9421
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$14.13
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0
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D
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Non-Qualified Stock Option (right to buy)
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$47.82
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9/30/2013
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D
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5000
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(2)
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8/26/2018
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Common Stock
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5000
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$0.18
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0
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D
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Non-Qualified Stock Option (right to buy)
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$20.29
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9/30/2013
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D
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5161
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(2)
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5/20/2019
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Common Stock
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5161
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$27.71
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0
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D
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Non-Qualified Stock Option (right to buy)
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$22.17
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9/30/2013
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D
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12593
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(2)
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3/4/2020
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Common Stock
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12593
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$25.83
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0
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D
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Non-Qualified Stock Option (right to buy)
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$44.44
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9/30/2013
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D
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5796
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(2)
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2/8/2021
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Common Stock
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5796
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$3.56
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger by and among Nielsen Holdings N.V. ("Nielsen"), TNC Sub I Corporation and Arbitron Inc., as amended (the "Merger Agreement"), 17,993.2034 of these restricted stock units were cancelled in exchange for a cash payment equal to $48.00 per share and 3,477 of these restricted stock units were converted into restricted stock units with respect to 4,595 shares of Nielsen common stock.
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(
2)
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Pursuant to the Merger Agreement, these options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant for each such option, were canceled in exchange for a cash payment representing the difference between $48.00 per share and the exercise price of each such option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Smith Steven Michael
9705 PATUXENT WOODS DRIVE
COLUMBIA, MD 21046
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EVP, Survey Operations
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Signatures
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/s/ Timothy T. Smith Attorney in Fact for Steven M. Smith
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9/30/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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