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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 1474 (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 Following Reported Transaction(s) (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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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Shares | (6) | 02/15/2008 | A | 2,776 | (6) | (6) | Common Stock | (6) | (6) | 19,856 | D | ||||
| Phantom Shares | (7) | 02/15/2008 | A | 2,508 | (7) | (7) | Common Stock | (7) | (7) | 22,364 | D | ||||
| Employee Stock Option (Right to Buy) | $ 30.86 | (8) | 02/12/2011 | Common Stock | 300,000 | 300,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 27.68 | (8) | 09/17/2011 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 26.32 | (8) | 02/11/2012 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 27.56 | (8) | 02/11/2013 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 32.46 | (8) | 02/12/2014 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 36.95 | (8) | 01/03/2015 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 41.76 | (9) | 02/16/2016 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 59.05 | (10) | 02/15/2017 | Common Stock | 62,531 | 62,531 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 64.69 | 02/15/2008 | A | 75,596 | (11) | 02/15/2018 | Common Stock | 75,596 | $ 0 (12) | 75,596 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HAY LEWIS III FPL GROUP, INC. 700 UNIVERSE BOULEVARD JUNO BEACH, FL 33408 |
X | Chairman & CEO | Chairman/CEO of Sub | |
| Alissa E. Ballot (Attorney-in-Fact) | 02/19/2008 | |
| **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) | Restricted stock withheld by Issuer to satisfy tax withholding obligations on vesting of restricted stock granted January 3, 2005, February 16, 2006 and February 15, 2007. |
| (2) | Includes 203,655 shares deferred until the reporting person's retirement. |
| (3) | Restricted stock grant made pursuant to Issuer's Amended and Restated Long Term Incentive Plan, exempt under Rule 16b-3. |
| (4) | Shares acquired in settlement of performance share awards (which were not derivative securities) under Issuer's Amended and Restated Long Term Incentive Plan, exempt under Rule 16b-3. |
| (5) | Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired February 15, 2008 in settlement of performance share awards. |
| (6) | Annual credit of phantom shares to an unfunded Supplemental Matching Contribution Account ("SMCA") for the reporting person pursuant to the FPL Group, Inc. Supplemental Executive Retirement Plan ("SERP") in an amount approved on the transaction date by the Issuer's Compensation Committee, which amount is determined by dividing an amount equal to (a) certain matching contributions in excess of the limits of the Issuer's Thrift Plan ("Thrift Plan") plus (b) theoretical earnings, by (c) the closing price of the Issuer's common stock on the last business day of the relevant year ($67.78 in 2007). The value of the SMCA is payable in cash following the reporting person's termination of employment with the Issuer and its subsidiaries. |
| (7) | A special supplemental credit of phantom shares approved by the Issuer's Compensation Committee and credited to the SMCA for the reporting person in the SERP in an amount approved on the transaction date by the Issuer's Compensation Committee pursuant to a SERP supplement adopted on such date. The value of the SMCA is payable in cash following the reporting person's termination of employment with the Issuer and its subsidiaries. |
| (8) | Options are currently exercisable. |
| (9) | Options to buy 30,000 shares are currently exercisable and options to buy 30,000 shares become exercisable on each of 02/16/2008 and 02/16/2009. |
| (10) | Options to buy 20,843 shares are currently exercisable and options to buy 20,844 shares become exercisable on each of 02/15/2009 and 02/15/2010. |
| (11) | Options to buy 25,198 shares become exercisable on 02/15/2009 and options to buy 25,199 shares become exercisable on each of 02/15/2010 and 02/15/2011. |
| (12) | Not applicable. |