Fannie Mae 2006 Annual Report Download - page 219

investment power but have sole voting power over the shares and, accordingly, these shares are included in this table.
Holders of shares through our Employee Stock Ownership Plan, or ESOP, have sole voting power over the shares so
these shares are also included in this table. Holders of shares through our ESOP generally have no investment power
unless they are at least 55 years of age and have at least 10 years of participation in the ESOP. Additionally, although
holders of shares through our ESOP have sole voting power through the power to direct the trustee of the plan to vote
their shares, to the extent some holders do not provide any direction as to how to vote their shares, the plan trustee
may vote those shares in the same proportion as the trustee votes the shares for which the trustee has received
direction. Holders of stock options have no investment or voting power over the shares issuable upon the exercise of
the options until the options are exercised. Shares issuable upon the vesting of restricted stock units are not
considered to be beneficially owned under applicable SEC rules and, accordingly, restricted stock units are not
included in the amounts shown.
(2)
These shares are issuable upon the exercise of outstanding stock options, except for 1,298 shares of deferred stock
held by Mr. Williams, which he could obtain within 60 days in certain circumstances.
(3)
Mr. Ashley’s shares include 1,200 shares held by his spouse and 650 shares of restricted stock.
(4)
Mr. Beresford’s shares include 650 shares of restricted stock.
(5)
The reported amount does not include 111,111 restricted stock units held by Mr. Blakely.
(6)
Ms. Gaines’ shares consist of restricted stock.
(7)
Ms. Horn’s shares consist of restricted stock.
(8)
Mr. Levin’s shares consist of 253,701 shares held jointly with his spouse and 195,152 shares of restricted stock.
(9)
Ms. Macaskill’s shares include 650 shares of restricted stock.
(10)
Mr. Mudd’s shares include 297,026 shares of restricted stock. Mr. Mudd must continue to hold 35,301 of these shares
after vesting, net of any shares withheld to pay withholding tax liability upon vesting, until his employment with Fannie
Mae is terminated. The reported amount does not include 31,903 restricted stock units held by Mr. Mudd.
(11)
Mr. Niculescu’s shares include 47,541 shares held jointly with his spouse, 234 shares held through our ESOP, and
86,354 shares of restricted stock.
(12)
Mr. Pickett’s shares include 650 shares of restricted stock.
(13)
Ms. Rahl’s shares include 200 shares held by her spouse and 650 shares of restricted stock.
(14)
Mr. Smith’s shares include 650 shares of restricted stock.
(15)
Ms. St. John left Fannie Mae in December 2006. Information about Ms. St. John’s holdings is based on an amended
Form 4 filed by Ms. St. John on July 20, 2007 regarding her shares held as of December 15, 2006. Ms. St. John’s
holdings include 869 shares held through our ESOP.
(16)
Mr. Swygert’s shares include 650 shares of restricted stock.
(17)
Ms. Wilkinson’s shares include 65,564 shares of restricted stock.
(18)
Mr. Williams’ shares include 75,877 shares held jointly with his spouse, 700 shares held by his daughter, 869 shares
held through our ESOP and 151,501 shares of restricted stock.
(19)
Mr. Wulff’s shares include 650 shares of restricted stock.
(20)
The amount of shares held by all directors and executive officers as a group includes 1,175,432 shares of restricted
stock held by our directors and executive officers, 381,179 shares they hold jointly with others, 10,286 shares held by
their family members, 5,330 shares held by our executive officers through our ESOP, 16,564 shares of restricted stock
held by an executive officer’s spouse and 706 shares held through our ESOP by an executive officer’s spouse. The
stock options or other shares column includes options to purchase 68,977 shares held by an executive officer’s
spouse. The beneficially owned total includes 1,298 shares of deferred stock. The shares in this table do not include
176,701 shares of restricted stock units over which the holders will not obtain voting rights or investment power until
the restrictions lapse.
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