HARDIMAN JOSEPH R - 4 filing on 2004-01-20

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
or Section 30(h) of the Investment Company Act of 1940

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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^*

HARDIMAN JOSEPH R

(Last)

(First)

(Middle)

1700 EAST PUTNAM AVE

(Street)

OLD GREENWICH

06870

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUNDVIEW TECHNOLOGY GROUP INC [ SNDV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2004

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$7.14	01/16/2004		D			7,000	⁽¹⁾	11/11/2008	Common Stock, par value $.01 per share	7,000	⁽¹⁾	0	D
Stock Option	$10.71	01/16/2004		D			3,500	⁽²⁾	03/17/2009	Common Stock, par value $.01 per share	3,500	⁽²⁾	0	D
Stock Option	$56.25	01/16/2004		D			2,000	⁽³⁾	04/19/2010	Common Stock, par value $.01 per share	2,000	⁽³⁾	0	D
Stock Option	$26.57	01/16/2004		D			2,000	⁽⁴⁾	01/24/2011	Common Stock, par value $.01 per share	2,000	⁽⁴⁾	0	D
Stock Option	$13.25	01/16/2004		D			2,000	⁽⁵⁾	01/23/2012	Common Stock, par value $.01 per share	2,000	⁽⁵⁾	0	D
Stock Option	$10.16	01/16/2004		D			10,000	⁽⁶⁾	07/23/2013	Common Stock, par value $.01 per share	10,000	⁽⁶⁾	0	D

Explanation of Responses:

1. This option, which provided for vesting in sixteen equal quarterly installments beginning the end of the first quarter after the date of grant, was cancelled pursuant to the Agreement and Plan of Merger, dated November 18, 2003, among The Charles Schwab Corporation, Shakespeare Merger Corporation and SoundView Technology Group, Inc. in exchange for a cash payment of $58,520, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($15.50).

2. This option, which provided for vesting in sixteen equal quarterly installments beginning the end of the first quarter after the date of grant, was cancelled in the merger in exchange for a cash payment of $16,765, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($15.50).

3. This option, which provided for vesting in sixteen equal quarterly installments beginning on September 30, 2000, was cancelled in the merger. Mr. Hardiman did not receive any cash payment for this option.

4. This option, which provided for vesting in sixteen equal quarterly installments beginning on March 31, 2001, was cancelled in the merger. Mr. Hardiman did not receive any cash payment for this option.

5. This option, which provided for vesting in sixteen equal quarterly installments beginning on March 31, 2002, was cancelled in the merger in exchange for a cash payment of $4,500, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($15.50). The cash payment attributable to the unvested portion of the option will be held in an account for the benefit of Mr. Hardiman and will be payable to Mr. Hardiman upon the same schedule and in amounts corresponding to the vesting of the underlying cancelled option.

6. This option, which provided for vesting in sixteen equal quarterly installments beginning on September 30, 2003, was cancelled in the merger in exchange for a cash payment of $53,400, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($15.50). The cash payment attributable to the unvested portion of the option will be held in an account for the benefit of Mr. Hardiman and will be payable to Mr. Hardiman upon the same schedule and in amounts corresponding to the vesting of the underlying cancelled option.

	Joseph Hardiman	01/16/2004
	** Signature of Reporting Person	Date
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