|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Incentive Stock Option (right to buy) | $ 11 | 02/14/2012 | D | 45,450 | (3) | 06/19/2017 | Common Stock | 45,450 | $ 2.2 (4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 6.17 | 02/14/2012 | D | 94,000 | (5) | 04/05/2017 | Common Stock | 94,000 | $ 0 (6) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 10.37 | 02/14/2012 | D | 150,000 | (7) | 03/03/2015 | Common Stock | 150,000 | $ 0 (8) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 11 | 02/14/2012 | D | 204,550 | (3) | 06/19/2017 | Common Stock | 204,550 | $ 2.2 (9) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Phelps William ONE FRANKLIN PARKWAY BUILDING 910 SAN MATEO, CA 94403 |
EVP & COO | |||
| By: Michael McAdam, Attorney in Fact For: William Phelps | 02/16/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Consists of restricted stock units ("RSUs") that were converted, pursuant to a merger agreement between the Issuer and International Business Machines Corporation ("IBM") into RSUs with respect to shares of IBM common stock, with each RSU converted into 0.069376 IBM RSUs. Pursuant to the merger agreement, the performance conditions applicable to the units were deemed satisfied at 100% of target performance. |
| (2) | Consists of RSUs that were converted, pursuant to the merger agreement, into RSUs with respect to shares of IBM common stock, with each RSU converted into 0.069376 IBM RSUs. |
| (3) | The stock option is fully vested and exercisable. |
| (4) | Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $99,990.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger. |
| (5) | Option vests and becomes exercisable as to 12.5% of the shares subject to the option on October 6, 2010 and as to 1/48 of the shares monthly thereafter over the remaining 42 months. |
| (6) | Pursuant to the terms of the merger agreement this option was, (i) with respect to 39,833 vested shares, cancelled in exchange for a cash payment of $280,025.99, representing the aggregate difference between the exercise price of the option and the merger consideration of $13.20 per share, less applicable withholding taxes; and, (ii) with respect to 54,167 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $88.94 per share, with the right to acquire each Issuer share converted into the right to acquire 0.069376 shares of IBM common stock. |
| (7) | Option vests and becomes exercisable as to 12.5% of the shares subject to the option on September 4, 2008 and as to 1/48 of the shares monthly thereafter over the remaining 42 months. |
| (8) | Pursuant to the terms of the merger agreement this option was, (i) with respect to 146,875 vested shares, cancelled in exchange for a cash payment of $415,656.25, representing the aggregate difference between the exercise price of the option and the merger consideration of $13.20 per share, less applicable withholding taxes; and, (ii) with respect to 3,125 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $149.48 per share, with the right to acquire each Issuer share converted into the right to acquire 0.069376 shares of IBM common stock. |
| (9) | Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $450,010.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger. |