SEC Form 4
FORM 4 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
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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).
1. Name and Address of Reporting Person*
Thomas William G
(Last) (First) (Middle)
5400 LEGACY DRIVE
(Street)
PLANO TX 75028
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ELECTRONIC DATA SYSTEMS CORP /DE/ [ EDS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP EMEA
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/02/2007 F 287 D $27.665 100,883 D
Common Stock 03/15/2007 A 36,000 ( 1 ) A ( 1 ) 136,883 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 02/10/03 Grant $16.205 ( 4 ) ( 4 ) Common Stock ( 4 ) 50,000 D
Employee Stock Option (right to buy) 03/24/04 Grant $19.175 ( 4 ) ( 4 ) Common Stock ( 4 ) 515 D
Employee Stock Option (right to buy) 03/24/04 Grant $19.175 ( 4 ) ( 4 ) Common Stock ( 4 ) 2,355 D
Employee Stock Option (right to buy) 03/24/04 Grant $19.175 ( 4 ) ( 4 ) Common Stock ( 4 ) 56,379 D
Employee Stock Option (right to buy) 03/24/04 Grant $19.175 ( 4 ) ( 4 ) Common Stock ( 4 ) 50,000 D
Employee Stock Option (right to buy) 03/15/07 Grant $27.37 03/15/2007 A 110,000 02/26/2010 03/15/2014 Common Stock 110,000 ( 5 ) 110,000 ( 5 ) D
Phantom Stock - EDP DSU Award ( 3 ) ( 4 ) ( 4 ) Common Stock ( 2 ) 5,000 ( 2 ) D
Phantom Stock - EDP ( 3 ) 11/13/2006 A 19.599 ( 6 ) ( 6 ) ( 6 ) Common Stock 19.599 ( 6 ) ( 6 ) 477.12 ( 6 ) D
Explanation of Responses:
1. The 36,000 amount reflects unvested performance restricted stock units ("PRSU") granted pursuant to a Rule 16b-3 qualified plan award to the Reporting Person on 03/15/07 and cliff vests on 02/26/10, with the number of PRSUs that vest dependent upon Issuer's financial performance over such period. For the 2007 PRSU award, vesting will occur after completion of the performance period that began on 01/01/07 and will end on 12/31/09. Performance will be measured based on Issuer's performance period relative to pre-established targets, with vesting ranging from 0% to 200% of the granted amount. One half of vested PRSUs are restricted from sale, assignment or transfer for one year following the vesting date.
2. No reportable change -- this is a reiteration of holdings only.
3. 1 for 1
4. Information originally included at time grant and/or dividends were reported.
5. These shares were acquired under Issuer's Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation. These options cliff vest on 02/26/2010 and remains exercisable until 03/15/14. Once vested, stock options may not be exercised through a "cashless exercise" during the twelve-month period following the vesting date. In addition, stock issued upon an exercise of an option within the twelve-month period following the vesting date will be subject to a holding period of one year from the date of exercise.
6. Shares of phantom stock units ("PSU") under the Issuer's Executive Deferral Plan ("EDP") are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. The PSU amount reported is comprised of: 10.1460 PSU dividends @ $26.8950 from 11/13/06; 9.4530 PSU @ $28.9200 from 02/15/07; and a deminimus adjustment due to rounding.
Remarks:
Linda Epstein as Attorney-in-Fact for William G. Thomas 03/16/2007
** Signature of Reporting Person Date
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).
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