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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | 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 control number. | SEC 2270 (9-02) | ||
| 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 Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Performance Rights | $ 0 (2) | Â | Â | Â | Â | Â | 08/31/2006(3) | 08/31/2008 | Common Stock | Â | 73,333 (4) (5) | Â | ||
| Employee Stock Option (right to buy) #083960 | $ 6.2227 (6) | Â | Â | Â | Â | Â | 11/15/2004 | 07/15/2006 | Common Stock | Â | 1,088,000 (6) | Â | ||
| Employee Stock Option (right to buy) #0285155 | $ 25.1438 (7) | Â | Â | Â | Â | Â | 08/20/2005(8) | 02/20/2011 | Common Stock | Â | 1,111,111 (7) | Â | ||
| Employee Stock Option (right to buy) #0364058 | $ 21.591 (9) | Â | Â | Â | Â | Â | 07/31/2005(10) | 07/31/2012 | Common Stock | Â | 666,667 (9) | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| COLE DAVID WAYNE ONE MICROSOFT WAY REDMOND, WA 98052-6399 |
 |  |  Senior Vice President |  |
| Keith R. Dolliver, Attorney-in-Fact for David W. Cole | 07/08/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes an increase to the existing 2002, 2003 and 2004 stock awards in the aggregate of 2,600 shares in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (2) | 1-for-1 |
| (3) | One-third of the number of shares of common stock ultimately awarded under the shared performance stock award ("SPSA") will be distributed to the reporting person on or about August 31, 2006 (the "initial vest date"), an additional one-third shall vest and be distributed to the reporting person on each of the first and second anniversaries of the initial vest date, provided that the Reporting Person remains continuously employed through the applicable vesting date. |
| (4) | Represents an increase in the minimum number of shares of common stock issuable under the SPSA for the fiscal 2004-2006 performance period in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (5) | The number of shares ultimately received depends on the company's performance against specified performance targets. At the end of the performance period, the number of shares of stock and stock awards will be determined by adjusting upward or downward from a target in a range between 33% and 150%. The number reported herein is based on the 33% minimum. The final performance percentage on which the payout will be based, considering company performance metrics established for the performance period, will be determined by the board or a board committee in its sole discretion. Shares of stock are issued at the end of the performance period and as the stock awards vest over the following two years, provided that the reporting person remains continuously employed through the applicable vest date. |
| (6) | This option was previously reported as an option covering 979,200 shares at an exercise price of $6.9161 per share and has been adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (7) | This option was previously reported as an option covering 1,000,000 shares at an exercise price of $27.9375 per share and has been adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (8) | 833,333 shares are vested and immediately exercisable, 138,889 shares will vest and become exercisable on each of August 20, 2005 and February 20, 2006. |
| (9) | This option was previously reported as an option covering 600,000 shares at an exercise price of $23.99 per share and has been adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (10) | 250,000 shares are vested and immediately exercisable, 83,333 shares will vest and become exercisable on each of July 31, 2005 and January 31, 2006, 83,334 shares will vest and become exercisable on July 31, 2006, 83,333 shares will vest and become exercisable on January 31, 2007, and 83,334 shares will vest and become exercisable on July 31, 2007. |