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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 | ||||||||
| Stock Options | $ 46.92 | 04/02/2008 | A | 5,000 (2) | 04/02/2009 | 04/02/2018 | Common Stock | 5,000 (2) | $ 46.92 | 43,333 | D | ||||
| Stock Options | $ 46.92 | 05/29/2008 | A | 5,000 (2) | 04/02/2010 | 04/02/2018 | Common Stock | 5,000 (2) | $ 46.92 | 48,333 | D | ||||
| Stock Options | $ 46.92 | 04/02/2008 | A | 5,000 (2) | 04/02/2011 | 04/02/2018 | Common Stock | 5,000 (2) | $ 46.92 | 53,333 | D | ||||
| Restricted Stock | (3) | (3) | (3) | Common Stock | (3) | 4,400 | D | ||||||||
| Restricted Stock | (4) | (4) | (4) | Common Stock | (4) | 5,000 | D | ||||||||
| Restricted Stock | (5) | 05/29/2008 | A | 1,875 (9) | 05/29/2008 | (5) | Common Stock | 1,875 (9) | $ 0 | 5,625 | D | ||||
| Restricted Stock | (6) | (6) | (6) | Common Stock | (6) | 4,000 | D | ||||||||
| Performance Shares | (7) | (7) | (7) | Common Stock | (7) | 2,000 | D | ||||||||
| Performance Shares | (8) | (8) | (8) | Common Stock | (8) | 2,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CELIO RICHARD C 450 N. BRAND BOULEVARD - FLR 7 GLENDALE, CA 91203 |
Vice President- Development | |||
| Richard C. Celio | 06/02/2008 | |
| **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) | Shares held in the IHOP Corp. 401(k) plan. |
| (2) | Employee stock options granted pursuant to IHOP Corp. 2001 Stock Incentive Plan. |
| (3) | Grant of Restricted Stock pursuant to IHOP Corp. 2001 Stock Incentive Plan. These shares vest in full on March 1, 2009. |
| (4) | Grant of Restricted Stock pursuant to IHOP Corp. 2001 Stock Incentive Plan. These shares vest in full on February 20, 2010. |
| (5) | Grant of Restricted Stock pursuant to IHOP Corp. 2001 Stock Incentive Plan. These shares vest after the closing date of the Applebee's acquisition in installments of 25% of shares after the 6 months, 25% of shares after the 12 months and 50% of shares after 24 months. |
| (6) | Grant of Restricted Stock pursuant to IHOP Corp. 2001 Stock Incentive Plan. These shares vest in full on February 26, 2011. |
| (7) | Performance shares awarded under the IHOP Corp. 2001 Stock Incentive Plan. The award vests on January 1, 2009, for a percentage (0% to 150%) of the performance shares awarded based, in part, upon the Issuer's total shareholder return compared to the total shareholder return of a selected peer group and, in part, on the Issuer's generation of aggregate net cash flow from operations, as compared to pre-determined targets. Performance shares are payable one-half in cash and one-half in shares of the Issuer's Common Stock. The amount set forth in Column 5 represents the one-half portion of the award payable in shares of the Issuer's common stock as if a target level of 100% were achieved. The ultimate payout of shares will be based on the actual target level achieved and can range from 0 to 150% of this amount. |
| (8) | Performance shares awarded under the IHOP Corp. 2001 Stock Incentive Plan. The award vests on January 1, 2010, for a percentage (0% to 150%) of the performance shares awarded based, in part, upon the Issuer's total shareholder return compared to the total shareholder return of a selected peer group and, in part, on the Issuer's generation of aggregate net cash flow from operations, as compared to pre-determined targets. Performance shares are payable one-half in cash and one-half in shares of the Issuer's Common Stock. The amount set forth in Column 5 represents the one-half portion of the award payable in shares of the Issuer's common stock as if a target level of 100% were achieved. The ultimate payout of shares will be based on the actual target level achieved and can range from 0 to 150% of this amount. |
| (9) | Represents shares released to Reporting Owner upon the lapsing of restrictions on 25% of the Restricted Stock awarded to Reporting Owner on August 27, 2007. |
| (10) | Represents shares received by Reporting Owner upon the lapsing of restrictions on 25% of the Restricted Stock awarded to Reporting Owner on August 27, 2007 less 671 shares returned to Issuer to cover tax withholding |