| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/09/2004 |
3. Issuer Name and Ticker or Trading Symbol
CB RICHARD ELLIS GROUP INC [ CBG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 1,720,053(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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: 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 | ||||
| Stock Option (Right to Buy) | (2) | 07/21/2011 | Class A Common Stock | 488,184 | 5.77 | D | |
| Stock Option (Right to Buy) | (3) | 09/16/2013 | Class A Common Stock | 232,794 | 5.77 | D | |
| Explanation of Responses: |
| 1. As a result of the voting provisions set forth in a securityholder's agreement, dated as of July 20, 2001 and as amended as of April 14, 2004, among the issuer, the reporting person and the other parties thereto, the reporting person, together with the other parties thereto, that held shares of the issuer's Class B common stock may be deemed to constitute a group, within the meaning of Section 13(d) (3) of the Securities Exchange Act of 1934, as amended. The reporting person disclaims beneficial ownership of the sharess of Class A Common Stock held by such group, except to the extent of any pecuniary interest therin. |
| 2. Options with respect to twenty percent (20%) of the underlying shares became exercisable on each of 7/21/02 and 7/21/03 and options with respect to an additional 20% of the underlying shares will become exercisabe 7/21/2004, 7/21/2005, 7/21/2006 (subject to earlier exercisability under limited circumstances) |
| 3. The options will be exercisable as to 20% of the shares on each of 9/16/2004, 9/16/2005, 9/16/2006, 9/16/2007and 9/16/2008 and (subject to early exercisability under limited circumstances). |
| Remarks: |
| By: Dean Miller, Attorney in Fact | 06/09/2004 | |
| ** 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 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). | ||
| 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. | ||