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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options (rights to buy) | $ 15.46 | 07/25/2002(1) | 07/25/2012 | Common Stock | 25,000 | 25,000 | D | ||||||||
Options (rights to buy) | $ 27.25 | 03/07/2003(2) | 03/07/2013 | Common Stock | 10,000 | 10,000 | D | ||||||||
Options (rights to buy) | $ 40.98 | 02/05/2004(2) | 02/05/2014 | Common Stock | 10,000 | 10,000 | D | ||||||||
Options (rights to buy) | $ 28.96 | 08/19/2004(2) | 08/19/2014 | Common Stock | 5,000 | 5,000 | D | ||||||||
Options (rights to buy) | $ 26.14 | 06/30/2005(3) | 06/30/2015 | Common Stock | 3,000 | 3,000 | D | ||||||||
Performance-share awards with Market Conditions | $ 0 | 02/19/2008(5) | 02/19/2018 | Common Stock | 18,281 | 18,281 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BLANKENSHIP EDWARD H 4991 CORPORATE DRIVE HUNTSVILLE, AL 35805 |
Senior VP Finance & CFO |
Richard K. Hempstead Attorney-in-Fact for Edward H. Blankenship | 01/07/2009 | |
**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) | Grant date, options vest over four years, 25% on the first anniversary of the grant date and 6.25% quarterly over the remaining 12 quarters. |
(2) | Grant date, 25% vests after 6 months, 7.5% vests every three months for the final 10 quarters. Vesting of unvested options accelerated and became 100% vested on December 25, 2005. |
(3) | Grant date, 100% vested on December 31, 2005. |
(4) | Includes time-based and performance-based (now deemed earned) restricted shares awarded on April 25, 2006, April 17, 2008, and February 19, 2008. 11,968 shares vest on January 1, 2009, 6,975 shares vest on January 1, 2010, and 3,750 shares vest on January 1, 2011. Also includes 8,000 shares of restricted stock units that vest on the earlier of the first anniversary of the grant date or the closing price of Avocent's common stock being at or above a specified level for each trading day during any consecutive 30 calendar day period. |
(5) | Grant Date; These are performance-shares awards with market conditions tied to company stock price to be earned over a two year period. If earned, the shares will vest over a two year period beginning January 1, 2008. |
(6) | 4,098 shares were withheld as payment for taxes at the release of restricted shares on January 2, 2008. |