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Annual statement of changes in beneficial ownership of securities

5

FORM 5UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
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OMB Number:3235-0362
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hours per response1.0
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
WAGNER-MELE AMY

(Last)(First)(Middle)
ONE BLUE HILL PLAZA, 7TH FLOOR

(Street)
PEARL RIVERNY10965

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
PROVO INTERNATIONAL INC [FNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel and Secretary
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Amount(A) or (D)Price
Common Stock 01/30/2004 J 0 A $ 0 203,666 (1) D
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 Excercise 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options $ 8.48 01/30/2004 J(2) 666 09/21/199909/21/2004 Common
666
$ 0 60,000
D
Stock Options $ 7.88 01/31/2004 J(2) 16,667 12/23/199912/23/2004 Common
16,667
$ 0 60,000
D
Stock Options $ 2.16 01/30/2004 J(2) 1,333 06/02/200006/02/2005 Common
1,333
$ 0 60,000
D
Stock Options $ 0.75 01/30/2004 J(2) 6,667 11/08/200011/08/2005 Common
6,667
$ 0 60,000
D
Stock Options $ 0.33 01/30/2004 J(2) 34,667 04/01/200104/01/2006 Common
34,667
$ 0 60,000
D
Reporting Owner Name / AddressRelationships
Director10% OwnerOfficerOther
WAGNER-MELE AMY
ONE BLUE HILL PLAZA, 7TH FLOOR
PEARL RIVER,NY10965
General Counsel and Secretary
Explanation of Responses:
1. Adjusted to give effect to a 2 for 3 reverse split of the Company's securities, which took effect on January 30, 2004.
2. Represents adjustment of previously issued stock options to reflect the two for three reverse split of the Company's securities, which took effect on January 30, 2004.
Amy Wagner-Mele02/13/2004
** Signature of Reporting PersonDate
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.