SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Le Beau Maggie

(Last) (First) (Middle)
C/O R.H. DONNELLEY CORPORATION
1001 WINSTEAD DRIVE

(Street)
CARY NC 27513

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2006
3. Issuer Name and Ticker or Trading Symbol
R H DONNELLEY CORP [ RHD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SrVP & Chief Marketing Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $1.00 par value per share 24,769 ( 1 ) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) ( 2 ) 11/08/2012 Common Stock 44,205 ( 3 ) 10.78 D
Stock Option (right to buy) ( 2 ) 09/09/2013 Common Stock 44,205 ( 3 ) 10.78 D
Explanation of Responses:
1. Ms. Le Beau received 24,769 shares of R.H. Donnelley Corporation common stock in exchange for 57,500 shares of common stock, par value $0.01 per share, of Dex Media, Inc. in connection with the merger (the "Merger") of Dex Media, Inc. with and into Forward Acquisition Corp., a wholly owned subsidiary of R.H. Donnelley Corporation. In the Merger, each share of Dex Media, Inc. common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive .24154 of a share of R.H. Donnelley Corporation common stock and $12.30 in cash. The last reported closing price of R.H. Donnelley Corporation common stock prior to the effective time of the Merger was $64.01 per share. The last reported closing price of Dex Media, Inc. common stock prior to the effective time of the Merger was $27.72 per share.
2. Includes options with respect to 35,364 shares that are vested and fully exercisable and options with respect to 8,841 shares that will vest on December 31, 2007.
3. Received in the Merger in exchange for options to purchase 102,620 shares of Dex Media, Inc. common stock for an exercise price of $4.64 per share.
/s/ Robert J. Bush, Attorney in Fact for Reporting Person 02/07/2006
** 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 5 (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).
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