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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 4

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

o 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*
(Last, First, Middle)
2. Issuer Name and Ticker or
Trading Symbol
3. I.R.S. Identification Number of Reporting
Person, if an entity
(Voluntary)
  Colony, George F.
  Forrester Research, FORR
 
  c/o Forrester Research
400 Technology Square

4. Statement for (Month/Day/Year) 5. If Amendment, Date of Original (Month/Day/Year)
    11/1/02
 
  (Street) 6. Relationship of Reporting Person(s) to Issuer (Check All Applicable) 7. Individual or Joint/Group Filing
(Check Applicable Line)
  Cambridge, MA 02139
(City)                (State)           (Zip)
  x  Director x  10% Owner   x Form filed by One Reporting Person
    x  Officer (give title below)   o Form filed by More than One Reporting Person
    o  Other (specify below)  
        Chairman & CEO
     

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).
 

 


 


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
Transactions(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   11/1/02   X   20,000   D $9.57     8,096,742     D  

                1,580     I (2)  

                     

                     

                     

                     

                     

                   

                   

                   

Page 2


 


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)

                      Code V   (A) (D)

  Call Options (Obligation to Sell)   $9.57     11/1/02       20,000

             

             

             

             

             

             

             

             

             

Page 3


 


Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)

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)

  Date
Exercisable
Expiration
Date
  Title Amount or
Number of
Shares
                       

  (1) 1/27/08   Common Stock 20,000         135,968     D  

                 

                 

                 

                 

                 

                 

                 

                 

                 

Explanation of Responses:

(1) The total number of options become exercisable as follows: 1/36 of the total number of options granted monthly through 1/28/99; and 1/3 of total number of options granted on and after each of 1/28/00 and 1/28/01.

(2) The reporting person disclaims beneficial ownership of all securities owned by spouse ans this report should not be deemed an admission that the reporting person is the beneficial owner for purposes of Sec. 16 or any other purpose.

 

**Signature of Reporting Person
 
Date


**   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.
 

Page 4


                               POWER OF ATTORNEY*

     I hereby constitute and appoint each of Timothy J. Moynihan, Brittany E.
Roberts, and Kimberly Maxwell, signing singly, my true and lawful
attorney-in-fact to:

     (1)  execute for and on my behalf, in my capacity as an officer and/or
          director of Forrester Research, Inc. (the "Company"), 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 my behalf that may be
          necessary or desirable to complete and execute any such Form 3, 4 or 5
          and timely file 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 to my
          benefit, in my best interest, or that I am legally required to do, it
          being understood that the documents executed by such attorney-in-fact
          on my behalf 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.

     I hereby grant to each such attorney-in-fact full power and authority to
do and perform any 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 I might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, in serving in such
capacity at my request, are not assuming, nor is the Company assuming, any of
my responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

     This Power of Attorney shall remain in full force and effect until I am no
longer required to file Forms 3, 4 and 5 with respect to my holdings of and
transactions in Company securities, unless I earlier revoke it in a signed
writing delivered to the attorney-in-fact.

     IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed
as of this 25 day of November, 2002.

                                       /s/ George F. Colony
                                      -------------------------------
                                             Signature

                                           George F. Colony
                                      -------------------------------
                                             Print Name

- ----------
* DRAFTER'S NOTE: In filing a Section 16(a) report on behalf of a reporting
person, an attorney-in-fact should indicate after the signature line on the
form that he or she is signing as such. The Power of Attorney should be
attached to and filed with the report, if it has not previously been filed with
the Commission. If it is not practicable to file the Power of Attorney at the
time of filing of the original report, it should be filed as soon as
practicable as an amendment to the original filing. The Power of Attorney need
not be filed with subsequent reports.