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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 | (4) | (4) | (4) | Common Stock | (4) | 3,352 (5) | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 27.68 | (6) | 09/17/2011 | Common Stock | 200,000 (5) | 200,000 (5) | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 26.32 | (6) | 02/11/2012 | Common Stock | 100,000 (5) | 100,000 (5) | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 27.56 | (7) | 02/13/2013 | Common Stock | 100,000 (5) | 100,000 (5) | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 32.46 | (8) | 02/12/2014 | Common Stock | 100,000 (5) | 100,000 (5) | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 36.95 | (9) | 01/03/2015 | Common Stock | 60,000 (5) | 60,000 (5) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DEWHURST MORAY P FPL GROUP, INC. 700 UNIVERSE BOULEVARD JUNO BEACH, FL 33408 |
VP of Finance/CFO | Dir/SVP Finance/CFO of Sub | ||
| Alissa E. Ballot (Attorney-in-fact) | 09/19/2005 | |
| **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) | Restricted stock withheld by Issuer to satisfy tax withholding obligations on vesting of restricted stock granted 9/17/01. |
| (2) | Average between closing prices of the Issuer's common stock on the NYSE on September 16, 2005 and September 19, 2005. |
| (3) | Reflects the March 15, 2005 two-for-one split of the Issuer's common stock (the "Stock Split"), which resulted in the acquisition by the reporting person of 52,664 shares of Issuer common stock (including 10,801 shares deferred until the reporting person's retirement). Includes a total of 21,602 shares deferred until reporting person's retirement. |
| (4) | Phantom shares are annually credited to an unfunded Supplemental Matching Contribution Account ("SMCA") for the reporting person pursuant to the FPL Group, Inc. Supplemental Executive Retirement Plan in an amount 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 thereon, by (c) the closing price of the Issuer's common stock on December 31 of the relevant year. The value of the SMCA is payable in cash following the reporting person's termination of employment with the Issuer and its subsidiaries. |
| (5) | Adjusted to reflect the Stock Split. |
| (6) | Options are currently exercisable. |
| (7) | Options to buy 66,666 shares are currently exercisable, and options to buy 33,334 shares become exercisable on 2/13/2006. |
| (8) | Options to buy 33,334 shares are currently exercisable, options to buy 33, 332 shares become exercisable on 2/12/2006 and options to buy 33,334 shares become exercisable on 2/12/2007. |
| (9) | Options to buy 20,000 shares become exercisable on each of 1/3/2006, 1/3/2007 and 1/3/2008. |
| (10) | As of September 16, 2005. Reflects the Stock Split. |