Annual Statement of Changes in Beneficial Ownership (5)
September 18 2015 - 3:13PM
Edgar (US Regulatory)
FORM 5
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X
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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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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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
*
Walsh Peter G
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2. Issuer Name
and
Ticker or Trading Symbol
FACTSET RESEARCH SYSTEMS INC [FDS]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
601 MERRITT 7
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
8/31/2015
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(Street)
NORWALK, CT 06851
(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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Amount
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(A) or (D)
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Price
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FactSet Common Stock
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21188
(1)
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D
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Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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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 at End of Issuer's Fiscal Year
(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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(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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$63.0900
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8/31/2015
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2/9/2017
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FactSet Common Stock
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70392
(2)
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70392
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D
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Non-Qualified Stock Option (right to buy)
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$94.8400
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11/1/2012
(3)
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11/1/2021
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FactSet Common Stock
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9458
(2)
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9458
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D
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Non-Qualified Stock Option (right to buy)
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$92.2200
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11/1/2013
(4)
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11/1/2022
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FactSet Common Stock
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11282
(2)
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11282
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D
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Non-Qualified Stock Option (right to buy)
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$92.2200
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11/1/2014
(5)
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11/1/2022
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FactSet Common Stock
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3698
(2)
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3698
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D
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Explanation of Responses:
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(
1)
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Represents 19,800 privately-held shares of FactSet common stock, 1,331 shares of unvested restricted stock awards and 57 shares held in the FactSet Employee Stock Purchase Plan.
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(
2)
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Represents previously granted stock option awards, which remain outstanding as of September 16, 2015.
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(
3)
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20% of these options became exercisable one year after grant date, with all options being exercisable as of September 16, 2015.
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(
4)
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20% of these options became exercisable one year after grant date. As of September 16, 2015, 9,204 are exercisable.
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(
5)
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40% of these options became exercisable two years after grant date. As of September 16, 2015, 2,943 are exercisable.
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Remarks:
On March 16, 2015, Peter Walsh stepped down from his position as Chief Operating Officer and was replaced by Mark J. Hale. As such, this Form 5 is being filed because Peter Walsh is no longer considered an officer of FactSet Research Systems Inc. (the "Company") under existing SEC guidelines, effective March 16, 2015, and prospectively. Mr. Walsh remains employed by the Company focusing on various growth projects. The detail presented herein represents Mr. Walsh's holdings as of September 16, 2015. This Form 5 is being filed prior to the October 15, 2015 deadline for administrative convenience to reflect the change in the reporting person's status.
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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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Walsh Peter G
601 MERRITT 7
NORWALK, CT 06851
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Executive Vice President
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Signatures
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/s/ Peter G. Walsh
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9/18/2015
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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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