1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Employee Stock Option (right to buy)
|
11/21/2001(3)
|
11/21/2010 |
Common Stock
|
5,700
|
$
77.095
|
D
|
Â
|
Employee Stock Option (right to buy)
|
01/16/2001 |
01/18/2010 |
Common Stock
|
3,176
|
$
78.56
|
D
|
Â
|
Employee Stock Option (right to buy)
|
11/20/2002(3)
|
11/20/2011 |
Common Stock
|
6,280
|
$
80.95
|
D
|
Â
|
Employee Stock Option (right to buy)
|
01/21/2004(3)
|
01/21/2013 |
Common Stock
|
3,062
|
$
69.43
|
D
|
Â
|
Employee Stock Option (right to buy)
|
01/23/2005(3)
|
01/23/2014 |
Common Stock
|
4,363
|
$
78.315
|
D
|
Â
|
Employee Stock Option (right to buy)
|
11/18/1998(4)
|
11/16/2007 |
Common Stock
|
2,950
|
$
51.7188
|
I
|
By Spouse
|
Employee Stock Option (right to buy)
|
11/17/1999(3)
|
11/17/2008 |
Common Stock
|
7,670
|
$
69.3125
|
I
|
By Spouse
|
Employee Stock Option (right to buy)
|
11/16/2000(3)
|
11/16/2009 |
Common Stock
|
7,580
|
$
71.5
|
I
|
By Spouse
|
Employee Stock Option (right to buy)
|
01/18/2000 |
01/18/2010 |
Common Stock
|
6,798
|
$
62.5
|
I
|
By Spouse
|
Employee Stock Option (right to buy)
|
11/21/2001(3)
|
11/21/2010 |
Common Stock
|
8,560
|
$
77.095
|
I
|
By Spouse
|
Employee Stock Option (right to buy)
|
01/16/2001 |
01/18/2010 |
Common Stock
|
3,295
|
$
78.56
|
I
|
By Spouse
|
Employee Stock Option (right to buy)
|
11/20/2002(3)
|
11/20/2011 |
Common Stock
|
9,940
|
$
80.95
|
I
|
By Spouse
|
Employee Stock Option (right to buy)
|
01/21/2004(3)
|
01/21/2013 |
Common Stock
|
7,874
|
$
69.43
|
I
|
By Spouse
|
Employee Stock Option (right to buy)
|
01/23/2005(3)
|
01/23/2014 |
Common Stock
|
19,080
|
$
78.315
|
I
|
By Spouse
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Under Fannie Mae's Performance Share Program, as a member of Fannie Mae's senior management, the reporting person's spouse has previously received awards that entitle her to receive shares of Fannie Mae common stock in an amount based upon and subject to Fannie Mae's meeting corporate performance objectives over three-year periods. Generally, Fannie Mae's Compensation Committee determines in January of the year following completion of the cycle the number of shares of common stock each awardee is entitled to receive, and the shares are paid out in two annual installments that January. (Footnote 1 is continued in 2 below.) |
(2) |
For the three-year performance cycle completed in 2003, the reporting person's spouse was determined in January 2004 to be entitled to receive 5,730 shares, of which she received 2,865 shares in accordance with the program and the balance was scheduled to be received in January 2005. As previously announced, Fannie Mae's Board of Directors and Compensation Committee have determined to defer payment of unpaid performance shares for the performance cycle completed in 2003 until reliable financial data for the relevant period are available. As a result, 2,865 shares scheduled to be issued to the reporting person's spouse in January 2005 have not yet been issued. These shares are included in the total holdings above. |
(3) |
The options vest in four equal annual installments beginning on the date shown. |
(4) |
The initial option for 7,950 shares vested in four equal annual installments beginning on the date shown. |