FORM 5
[ ] 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
UNITED 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(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Last: Valdez Street: c/o Equity Marketing, Inc.
131 South Rodeo Drive
First: Alvaro (David) City: Beverly Hills
Middle: E. State: CA Zip: 90212
2. Issuer Name and Ticker or Trading Symbol
Equity Marketing, Inc. (Nasdaq National Market: EMAK)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
February 1998
5. If Amendment, Date of Original
(Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
[ ] Director
---
[ ] 10% Owner
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[X] Officer (give title below)
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[ ] Other (specify below)
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SENIOR VICE PRESIDENT, OPERATIONS
------------------------------------
7. 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
<TABLE>
<CAPTION>
TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
</CAPTION>
<C> <C> <C> <C> <C> <C> <C>
1. Title of Security 2. Trans- 3. Transaction 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature of
(Instr. 3) action Code or Disposed of (D) Securities Form; Indirect
Date (Instr. 8) (Instr. 3, 4 and 5) Beneficially Direct (D) Beneficial
(Month/ <C> <C> <C> Owned at End or Indirect Ownership
Day/ Amt. (A) or Price of Issuer's (I) (Instr. 4)
Year) (D) Fiscal Year (Instr. 4)
(Instr. 3
and 4)
</TABLE>
If the form is filed by more than one Reporting Person, see Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses) (Over)
<PAGE>
Form 5 (continued)
<TABLE>
<CAPTION>
TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
</CAPTION>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.Title 2.Conver- 3.Trans- 4.Trans- 5.No. of 6.Date Exer- 7.Title and 8.Price 9.No. of 10.Owner- 11.Nature
of sion or action action Deriv- cisable Amt. of of Deriv- ship of In-
Deri- Exercise Date Code ative and Ex- Underly- Deri- ative Form direct
vative Price of (Month/ (Instr.8) Securi- piration ing Secur- vative Securi- of Deri- Benefi-
Security Deriva- Day/ ties Ac- Date (Month/ ities Security ties vative cial
(Instr.3) tive Year) quired Day/Year) (Instr.3 (Instr.5) Benefi- Security: Owner-
Security (A) or and 4) cially Direct(D) ship
Disposed Owned or Indi- (Instr.
of (D) at End rect(I) 4)
(Instr.3 of Year (Instr.4)
4, and 5) (Instr.4)
<C> <C> <C> <C> <C> <C>
(A) (D) Date Expira- Title Amt or
Exer- tion No. of
cis Date Shares
able
Stock Option $28.13 12/9/97 A 20,000 (1) 12/9/07 Common 20,000 $0 20,000 D
(right to buy) Stock
</TABLE>
Explanation of Responses:
(1) The option will vest and become exercisable in three equal
annual installments of approximately 6,667 shares each (33.3% per year),
commencing on December 9, 1998.
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations.
SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Alvaro E. Valdez 2/18/98
- --------------------------- ---------------
**Signature of Reporting Person Date
NOTE: File three copies of this Form, one of which must be manually
signed.
If space provided is insufficient, SEE Instruction 6 for procedure.
PAGE 2
<PAGE>
