| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
COUNTRYWIDE FINANCIAL CORP
[CFC] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | EMD, Chief Investment Officer |
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3. Date of Earliest Transaction (Month/Day/Year)
07/01/2008 |
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 |
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| 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) |
| Code | V | Amount | (A) or (D) | Price |
|
Common Stock
| 07/01/2008 | | D | |
45,155
| D | $
0
|
0
|
D
| |
|
Common Stock
| 07/01/2008 | | D | |
36
| D | $
0
|
0
|
I
|
by spouse
|
|
Common Stock
| 07/01/2008 | | D | |
5,713
| D | $
0
|
0
|
I
|
401k
|
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 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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|
Employee Stock Option (Right to Buy)
| $
38.58
| 07/01/2008 | | D | | |
20,000
| 07/05/2006 | 07/05/2011 |
Common Stock
|
20,000
|
$
0
|
0
|
D
| |
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Restricted Stock Units
| $
0
| 07/01/2008 | | D | | |
281,351
| 04/01/2009 | 04/01/2018 |
Common Stock
|
281,351
|
$
0
|
0
|
D
| |
|
Restricted Stock Units
| $
0
| 07/01/2008 | | D | | |
130,327
| 11/01/2008 | 11/01/2010 |
Common Stock
|
130,327
|
$
0
|
0
|
D
| |
|
Stock Appreciation Right
| $
32.73
| 07/01/2008 | | D | | |
99,215
| 04/01/2008 | 03/31/2012 |
Common Stock
|
99,215
|
$
0
|
0
|
D
| |
|
Stock Appreciation Right
| $
36.45
| 07/01/2008 | | D | | |
50,971
| 04/01/2007 | 04/03/2011 |
Common Stock
|
50,971
|
$
0
|
0
|
D
| |
|
Stock Appreciation Right
| $
38.345
| 07/01/2008 | | D | | |
43,066
| 07/03/2007 | 07/03/2011 |
Common Stock
|
43,066
|
$
0
|
0
|
D
| |
| Explanation of Responses: |
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| Becky MacKinnon Attorney-in-fact | 07/01/2008 |
| ** 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).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| 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 Number. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Chuck Quon, Becky Bailey, Ricky Eugenio and Becky MacKinnon signing
singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an executive officer of Countrywide Financial Corporation ( the
"Corporation") Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5
and timely filing of such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority: and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact or his substitute
or substitutes shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the forgoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Corporation assuming, any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force until the undersigned is no
longer required to file SEC Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Corporation, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this day February 24, 2005.
Print Name: Kevin Bartlett