SEC FORM
3
SEC Form 3
| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| 777 SOUTH FLAGLER DRIVE |
| SUITE 1500 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
10/31/2008
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3. Issuer Name and Ticker or Trading Symbol
FTI CONSULTING INC
[ FCN ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| EVP-Chief Integration Officer |
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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)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
22,250 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Call Option (right to buy) |
11/26/2007
|
11/30/2009 |
Common Stock |
103,643 |
76.369 |
D |
|
| Employee Stock Option (right to buy) |
10/04/2007
|
10/04/2016 |
Common Stock |
56,040 |
25.25 |
D |
|
| Employee Stock Option (right to buy) |
08/11/2009
|
08/11/2018 |
Common Stock |
75,000 |
74.05 |
D |
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| Put Option (right to sell) |
11/26/2007
|
11/30/2009 |
Common Stock |
103,643 |
54.043 |
D |
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| Explanation of Responses: |
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|
|
Declan M. Kelly |
11/07/2008 |
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** 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. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned, hereby makes,
constitutes and appoints each of JOANNE F. CATANESE and ERIC B. MILLER., each
acting individually, as his true and lawful attorney-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file any and all
Forms 3, 4, and 5 (including any amendments thereto), and any documents
necessary to facilitate the filing of Section 16 reports with the United
States Securities and Exchange Commission, any national securities exchanges
and FTI Consulting, Inc. (the "Company"), as considered necessary or
advisable under Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, as amended from time to time
(the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on
the undersigned's behalf, information on transactions in the Company's se-
curities from any third party, including brokers, employee benefit plan ad-
ministrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to the undersigned and approves and
ratifies any such release of information; and
(3) do and perform any and all other acts which in the discretion
of such attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing, it being understood, that the
documentsexecuted by such attorney-in-fact on behalf of the undersigned, pur-
suant 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 his discretion.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in his discretion on information provided to
such attorney-in-fact without independent verification of such information,
andnothing in this Power of Attorney relieves the undersigned from responsibi-
lity for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of
the Exchange Act; and
(2) neither the Company nor either of such attorneys-in-fact
assumes (i) any liability for the undersigned's responsibility to comply with
the requirements of the Exchange Act, (ii) any liability of the undersigned for
any failure to comply with such requirements, or (iii) any obligation or
liability of the undersigned for profit disgorgement under Section 16(b) of
the Exchange Act.
The undersigned hereby gives and grants each attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever re-
quisite, necessary or appropriate to be done in and about the foregoing matters
as fully to all intents and purposes as the undersigned might or could do if
present, hereby ratifying all that each such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Power of Attorney.
The undersigned also agrees to indemnify and hold harmless the Company
and each attorney-in-fact against any losses, claims, damages, or liabilities
(or actions in these respects) that arise out of or are based upon any untrue
statement or omission of necessary facts in the information provided by the
undersigned to the attorney-in-fact for purposes of preparing, executing,
acknowledging, delivering and filing Forms 3, 4, and 5 (including any amend-
ments thereto) and any documents necessary to facilitate the filings of
Section 16 reports, and agrees to reimburse the Company and the attorneys
- -in-fact herein for any legal or other expenses reasonably incurred in con-
nection with investigating or defending against any such loss, claim, damage,
liability or action.
The validity of this Power of Attorney shall not be affected in any man-
ner by reason of the execution, at any time, of other powers of attorney by the
undersigned in favor of persons other than those named herein.
This Power of Attorney shall remain in full force and effect until re-
voked by the undersigned in a signed writing delivered to each such attorney-
in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of october, 2008.
/s/ Declan M. Kelly
Declan M. Kelly
State of Maryland )
)
County of Anne Arundel )
On this 27th day of October, 2008, Declan M. Kelly personally ap-
peared before me, and acknowledged that he/she executed the foregoing in-
strument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ Patcharin M. Grusholt
Notary Public For State of Maryland
My Commission Expires: June 1, 2010
