5 1 wink50112lwf.txt FYE DECEMBER 31, 2001 - LAWTON W. FITT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 5 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 [ ] Check 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* Fitt, Lawton W. -------------------------------------------------------------------------------- (Last) (First) (Middle) c/o Goldman, Sachs & Co. 85 Broad Street -------------------------------------------------------------------------------- (Street) New York, New York 10004 -------------------------------------------------------------------------------- (City) (State) (Zip) ================================================================================ 2. Issuer Name and Ticker or Trading Symbol Wink Communications, Inc. (WINK) ================================================================================ 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) ================================================================================ 4. Statement for Month/Year FYE December 31, 2001 ================================================================================ 5. If Amendment, Date of Original (Month/Year) ================================================================================ 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ X ] Director [ ] 10% Owner [ ] Officer (give title below) [ ] Other (specify below) -------------------------------------------------- ================================================================================ 7. Individual or Joint/Group Reporting (Check applicable line) [ X ] Form Filed by One Reporting Person [ ] Form Filed by More than One Reporting Person ================================================================================

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). FORM 5 (continued)

Explanation of Responses: 01: The Reporting Person is a managing director of Goldman Sachs International ("GSI"). Goldman, Sachs & Co. ("Goldman Sachs") and GSI are indirect wholly-owned subsidiaries of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein, if any. 02: GS Group beneficially owns directly 551,667 shares of Common Stock. 03: These options were granted under the Wink Communications, Inc. 1999 Stock Plan. The Reporting Person has an understanding with GS Group pursuant to which she holds the stock options for the benefit of GS Group. The options are exercisable in 4 equal annual installments, beginning January 30, 2002. 04: These options were granted under the Wink Communications, Inc. 1999 Director Option Plan. The Reporting Person has an understanding with GS Group pursuant to which she holds the stock options for the benefit of GS Group. The options are exercisable in 4 equal annual installments, beginning January 27, 2001. By: s/ Roger S. Begelman February 13, 2002 --------------------------------------------- ----------------------- **Signature of Reporting Person Date Attorney-in-fact ** 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 provided is insufficient, see Instruction 6 for procedure. Alternatively, this Form is permitted to be submitted to the Commission in electronic format at the option of the Reporting Person pursuant to Rule 101(b)(4) of Regulation S-T.

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