SEC Filing | Colgate-Palmolive Company

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SEC FORM 4 SEC Form 4

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
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^*

MARK REUBEN

(Last)

(First)

(Middle)

C/O COLGATE-PALMOLIVE COMPANY

300 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COLGATE PALMOLIVE CO [ CL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾								6,155,150	D
Common Stock	11/05/2007		M⁽²⁾		520,000	A	$46.7813	6,675,150	D
Common Stock	11/05/2007		M⁽²⁾		520,000	A	$43.6625	7,195,150	D
Common Stock	11/05/2007		M⁽²⁾		520,000	A	$40.5438	7,715,150	D
Common Stock	11/05/2007		M⁽²⁾		520,000	A	$37.425	8,235,150	D
Common Stock	11/05/2007		M⁽²⁾		520,000	A	$34.3063	8,755,150	D
Common Stock	11/05/2007		M⁽²⁾		1,300,000	A	$53.0188	10,055,150	D
Common Stock	11/05/2007		F⁽³⁾		3,133,525	D	$75.37	6,921,625	D
Common Stock	11/06/2007		S⁽⁴⁾		285,000	D	$75.3697⁽⁴⁾	6,636,625	D
Common Stock	11/05/2007		M⁽⁵⁾		1,300,000	A	$53.0188	1,300,000	I	By LLC⁽⁵⁾
Common Stock	11/05/2007		F⁽⁶⁾		914,482	D	$75.37	385,518	I	By LLC⁽⁵⁾
Common Stock								300,000	I	By LLC⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$34.3063	11/05/2007		M⁽²⁾			520,000	11/07/1998⁽⁸⁾	11/06/2007	Common Stock	520,000	$0	0	D
Stock Option (Right to Buy)	$37.425	11/05/2007		M⁽²⁾			520,000	11/07/1999⁽⁸⁾	11/06/2007	Common Stock	520,000	$0	0	D
Stock Option (Right to Buy)	$40.5438	11/05/2007		M⁽²⁾			520,000	11/07/2000⁽⁸⁾	11/06/2007	Common Stock	520,000	$0	0	D
Stock Option (Right to Buy)	$43.6625	11/05/2007		M⁽²⁾			520,000	11/07/2001⁽⁸⁾	11/06/2007	Common Stock	520,000	$0	0	D
Stock Option (Right to Buy)	$46.7813	11/05/2007		M⁽²⁾			520,000	11/07/2002⁽⁸⁾	11/06/2007	Common Stock	520,000	$0	0	D
Stock Option (Right to Buy)	$53.0188	11/05/2007		M⁽²⁾			1,300,000	11/07/2002⁽⁸⁾	11/06/2007	Common Stock	1,300,000	$0	0	D
Stock Option (Right to Buy)	$53.0188	11/05/2007		M⁽²⁾			1,300,000	11/07/2002⁽⁸⁾	11/06/2007	Common Stock	1,300,000	$0	0	I	By LLC⁽⁵⁾

Explanation of Responses:

1. This line shows Mr. Mark's direct holdings of common stock of the Company prior to the transactions reported on this form.

2. This report relates to Mr. Mark's exercise of expiring stock options granted in 1997 under the Company's employee stock option plan, his only remaining options granted during his tenure as CEO. The options were granted in several tranches, shown separately on this form, with premium strike prices ranging from 10% to 70% over the market price of the common stock on the date of grant. In addition, the options were subject to early expiration if the common stock price did not reach certain hurdle rates (50% appreciation within 5 years and 70% appreciation within 7 years). During the ten-year period the options were in effect, the total shareholder return on the Company's common stock was 174% versus 92% for the S&P 500 and 140% for the peer group used by Colgate in its proxy statement performance graph, and the Company's market capitalization increased from $18.5 billion to $38.4 billion. The net effect of the option exercise and other transactions reported on this form was to increase Mr. Mark's holdings of Colgate Common Stock.

3. The exercise price of the options and related withholding requirement was satisfied by the Company's withholding shares otherwise deliverable upon exercise of the options.

4. Purpose of share sale was to help fund income taxes in connection with this option exercise and retirement distributions to Mr. Mark as a result of his retirement as Chief Executive Officer of the Company on July 1, 2007. Shares were sold on November 6, 2007, at the average price shown above, in 30 lots at prices ranging from $75.08 to $75.50.

5. In 1998 Mr. Mark transferred this portion of the 1997 option grant to a family limited liability company owned by Mr. Mark's spouse and several trusts for the benefit of his children and grandchildren ("LLC"), which also exercised the options transferred to it at the end of their term. Mr. Mark disclaims beneficial ownership in the shares held by the LLC to the extent he has no pecuniary interest therein.

6. The exercise price of the options held by the family LLC was satisfied by the Company's withholding shares otherwise deliverable upon exercise of the options.

7. Mr. Mark holds these shares through an LLC of which he is the sole member.

8. Option became 100% exercisable on the date shown in this column.

Remarks:

	Reuben Mark	11/07/2007
	** 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).
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