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*
BUELL L DICK
(Last) (First) (Middle)
200 CARILLON PARKWAY
(Street)
ST. PETERSBURG FL 33716-1242
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CATALINA MARKETING CORP/DE [ POS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2007
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 10/01/2007 J ( 1 ) V 1,455 D $32.5 75,465.806 D
Common Stock 10/01/2007 J ( 2 ) V 75,465.806 D $32.5 0 D
Common Stock 10/01/2007 J ( 3 ) V 59,440 A $22.85 59,440 D
Common Stock 10/01/2007 J ( 3 ) V 45,060 A $31.3 104,500 D
Common Stock 10/01/2007 J ( 3 ) V 59,440 D $32.5 45,060 D
Common Stock 10/01/2007 J ( 3 ) V 45,060 D $32.5 0 D
Common Stock 10/01/2007 J ( 4 ) V 200,250 A $20.2 200,250 D
Common Stock 10/01/2007 J ( 4 ) V 200,250 D $32.5 0 D
Common Stock 10/01/2007 J ( 5 ) V 94,255 A $27.7 94,255 D
Common Stock 10/01/2007 J ( 5 ) V 94,255 D $32.5 0 D
Common Stock 10/01/2007 J ( 1 ) V 12,750 D $32.5 0 I L. Dick Buell Trust Under Agreement dtd 10/10/1992
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
Stock Option $20.2 10/01/2007 J ( 4 ) V 200,250 ( 4 ) 07/26/2014 Common Stock 200,250 $0 24,750 D
Stock Option $27.7 10/01/2007 J ( 5 ) V 94,255 11/18/2005 11/18/2014 Common Stock 94,255 $0 55,745 D
Stock Appreciation Right $22.85 10/01/2007 J ( 3 ) V 59,440 04/18/2007 04/18/2016 Common Stock 59,440 $0 0 D
Stock Appreciation Right $31.3 10/01/2007 J ( 3 ) V 45,060 02/28/2008 02/28/2017 Common Stock 45,060 $0 0 D
Explanation of Responses:
1. As a result of the merger of Checkout Acquisition Corp. with an into the issuer, each share of Catalina common stock issued and outstanding immediately prior to the effective time of the merger was automatically converted into the right to receive $32.50 in cash, without interest and less any required withholding taxes.
2. Prior to 10/1/07, such Performance Based Restricted Stock would become fully vested 3 years from the grant date if the Company met certain thresholds for a specified cumulative performance metric or such Service Based Restricted Stock would become fully vested 4 years from the grant date subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the restricted stock became fully vested and was converted into the right to receive $32.50 per share, without interest and less any required withholding taxes.
3. Prior to 10/1/07, such Stock Appreciation Rights would become fully vested 4 years from the grant date, vesting annualy at a rate of 25% per year beginning on the one year anniversary of the grant date, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Appreciatioin Rights became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Appreciation Right multiplied by the amount which $32.50 exceeded the exercise price of each Stock Appreciation Right, without interest and less any required withholding taxes.
4. Prior to 10/1/07, 100,000 options vested immediatley with the remainder vesting annualy at a rate of 25% per year beginning on March 17, 2005, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Options became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Option multiplied by the amount which $32.50 exceeded the exercise price of each Stock Option, without interest and less any required withholding taxes.
5. Prior to 10/1/07, such Stock Options would become fully vested 4 years from the grant date, vesting annualy at a rate of 25% per year beginning on the one year anniversary of the grant date, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Options became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Option multiplied by the amount which $32.50 exceeded the exercise price of each Stock Option, without interest and less any required withholding taxes.
/s/ James Flanigan for L. Dick Buell by POA 10/03/2007
** Signature of Reporting Person Date
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