| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DELPHI CORP [ DPHIQ.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
01/12/2007 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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, par value $0.01 per share (the "Common Stock") | 01/12/2007 | P | 284 | A | $2.88 | 1,505,964 ( 2 ) | I | See footnotes ( 1 ) ( 2 ) | ||
| Common Stock | 01/12/2007 | P | 1,000 | A | $3.05 | 1,506,964 ( 2 ) | I | See footnotes ( 1 ) ( 2 ) | ||
| Common Stock | 01/16/2007 | S | 284 | D | $3.07 | 1,506,680 ( 3 ) ( 4 ) | I | See footnotes ( 1 ) ( 3 ) ( 4 ) | ||
| Common Stock | 01/16/2007 | S | 1,000 | D | $2.97 | 1,505,680 ( 3 ) ( 4 ) | I | See footnotes ( 1 ) ( 3 ) ( 4 ) | ||
| Common Stock | 01/19/2007 | X | 150,000 | A | $2.5 | 1,459,280 ( 5 ) ( 6 ) | I | See footnotes ( 1 ) ( 5 ) ( 6 ) | ||
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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 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 | ||||||||
| Call Option (right to buy) | $2.5 | 01/19/2007 | X | 1,500 | 10/05/2006 | 01/19/2007 | Common Stock | 150,000 | $0 | 1,459,280 ( 5 ) ( 6 ) | I | See footnotes ( 1 ) ( 5 ) ( 6 ) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is being filed by Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Merrill Lynch Financial Markets, Inc. ("MLFM"), Merrill Lynch Bank & Trust Co., FSB ("MLTFSB") and Merrill Lynch International ("MLI") (collectively, the "Reporting Persons"). |
| 2. This statement reflects the purchases on January 12, 2007, by MLPF&S of 284 shares of Common Stock and 1,000 shares of Common Stock. The shares of Common Stock held directly by the Reporting Persons as of January 12, 2007, were as follows: ML&Co. - none; MLPF&S -1,505,000 shares of Common Stock; MLFM - 515 shares of Common Stock; MLTFSB - none; and MLI - 165 shares of Common Stock. MLPF&S and MLFM are each direct wholly owned subsidiaries of ML&Co. MLI and MLTFSB are indirect wholly owned subsidiaries of ML&Co. This purchase of these shares was made by MLPF&S's error correction section to correct errors made in connection with trades made on behalf of a client. |
| 3. This statement also reflects the sales on January 16, 2007, by MLPF&S of 284 shares of Common Stock and 1,000 shares of Common Stock. The shares of Common Stock held directly by the Reporting Persons as of January 12, 2007, were as follows: ML&Co. - none; MLPF&S -1,505,000 shares of Common Stock; MLFM - 515 shares of Common Stock; MLTFSB - none; and MLI - 165 shares of Common Stock. MLPF&S and MLFM are each direct wholly owned subsidiaries of ML&Co. MLI and MLTFSB are indirect wholly owned subsidiaries of ML&Co. These shares were sold by MLPF&S's error correction section to correct the errors described in Note 2. These sales were matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,284 shares, with MLPF&S's purchase of 150,000 shares at a price of $2.50 per share pursuant to its exercise of options on January 19, 2007 (as more fully described below in Notes 5 and 6). |
| 4. The Reporting Persons have agreed to pay to Delphi Corporation $631.88, representing the full amount of the profit realized in connection with the short-swing transactions. |
| 5. This statement also reflects the automatic exercise of 1,500 Options Clearing Corporation options, each to purchase 100 shares of Common Stock at a price of $2.50 per share, by MLPF&S on January 19, 2006. In their previously filed Statement of Beneficial Ownership on Form 3 (as amended) and previously filed Statements of Changes in Beneficial Ownership on Form 4, the Reporting Persons included shares of Common Stock underlying these options in the calculation of their holdings of Common Stock and reported them in Table I, rather than separately reporting these options in Table II thereof. As disclosed above, those options were purchased on October 5, 2006, and the shares of Common Stock underlying the options were previously reported in Table I of the Reporting Persons' Statement of Beneficial Ownership on Form 3 (as amended) and Statements of Changes in Beneficial Ownership on Form 4. |
| 6. The net amount of Common Stock beneficially owned by the Reporting Persons decreased by 46,400 shares because those 46,400 shares were used to close out a short position that existed prior to the date the Reporting Persons became subject to Section 16 of the Exchange Act. The shares of Common Stock held directly by the Reporting Persons as of January 19, 2007, are as follows: ML&Co. - none; MLPF&S - 1,458,600 shares of Common Stock; MLFM - 515 shares of Common Stock; MLTFSB - none; and MLI - 165 shares of Common Stock. MLPF&S and MLFM are each direct wholly owned subsidiaries of ML&Co. MLI and MLTFSB are indirect wholly owned subsidiaries of ML&Co. |
| /s/ Cara Londin, Assistant Secretary of Merrill Lynch & Co., Inc. | 01/30/2007 | |
| /s/ Cara Londin, Assistant Secretary of Merrill Lynch, Pierce, Fenner & Smith Incorporated | 01/30/2007 | |
| /s/ Jonathan Beebe, Senior Vice President of Merrill Lynch Financial Markets, Inc. | 01/30/2007 | |
| /s/ Jennifer Marre, First Vice President of Merrill Lynch Bank & Trust Co., FSB | 01/30/2007 | |
| /s/ Andrew Briski, Managing Director of Merrill Lynch International | 01/30/2007 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||