FORM 4 subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 |
|
1. Name and Address of Reporting Person* |
2. Issuer Name and Ticker or Trading Symbol |
6. Relationship of Reporting Person(s) to Issuer |
|||||||||||||||
|
Pepco Holdings, Inc. (POM) |
(Check all applicable) |
|||||||||||||||
X |
Director |
10% Owner |
|||||||||||||||
(Last) (First) (Middle) |
3. IRS Identification |
4. Statement for |
Officer (give title below) |
Other (specify below) |
|||||||||||||
Number of Reporting |
Month/Day/Year |
||||||||||||||||
|
Person, if an entity |
|
|||||||||||||||
(voluntary) |
|||||||||||||||||
5. If Amendment, |
|||||||||||||||||
(Street) |
|||||||||||||||||
(Month/Day/Year) |
X |
Form filed by One Reporting Person |
|||||||||||||||
Washington, DC 20068 |
Form filed by More than One Reporting Person |
||||||||||||||||
(City) (State) (Zip) |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
||||||||||||||||
1. Title of Security |
2. Transaction Date |
2A. Deemed Execution |
3. Transaction |
4. Securities Acquired (A) |
5. Amount of |
6. Ownership |
7. Nature of |
||||||||||
|
|
|
|
|
|
(A) or (D) |
|
|
|
|
|||||||
Common Stock |
|
|
|
|
|
|
|
1,282 |
D |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
||
* If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
||
Persons who respond to the collection of information contained (Over)in this form are not required to respond unless the form displays SEC 1474 (9-02) a currently valid OMB control number |
||
FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of |
2. Conversion or |
3. Transaction Date |
3A. Deemed |
4. Transaction Code |
5. Number of |
6. Date Exercisable and |
7. Title and Amount of |
8. Price of |
9. Number of |
10. Ownership |
11. Nature of |
||||
|
Code |
V |
(A) |
(D) |
Date |
Expiration |
Title |
Amount or |
|||||||
Phantom Stock (1) |
(2) |
1/01/03 |
|
A |
|
195.160031 |
|
(2) |
NA |
Common Stock |
195.160031 |
(1) |
|
|
|
Phantom Stock (1) |
(2) |
12/31/02 |
|
A |
|
5.698908 |
|
(2) |
NA |
Common |
5.698908 |
(1) |
703.785461 |
D |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Explanation of Responses:
(1) Acquired in consideration for services, with the number of shares of phantom stock calculated by dividing the amount of meeting fees and/or retainer payable ($1,250 per meeting or that portion of the annual retainer of $30,000 which the director elected to receive in phantom stock) by the market price of the PHI shares at the close of business two business days before the meeting or retainer payment date, respectively. At least one-half of the retainer is required to be paid in common stock or phantom stock.
(2) Phantom stock on a date specified or to be specified by the participant is settled in cash in an amount equal to the market price of the PHI common stock on the settlement date.