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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 | ||||||||
NQSO | $ 5.13 | 12/18/2009 | D | 137,356 | (4) | 01/10/2017 | Common Stock | 137,356 | (4) | 0 | D | ||||
ISO | $ 5.13 | 12/18/2009 | D | 62,644 | (5) | 01/10/2017 | Common Stock | 62,644 | (5) | 0 | D | ||||
NQSO | $ 12.97 | 12/18/2009 | D | 70,000 | (6) | 03/19/2018 | Common Stock | 70,000 | (6) | 0 | D | ||||
NQSO | $ 16.11 | 12/18/2009 | D | 31,420 | (7) | 04/17/2019 | Common Stock | 31,420 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Maupile Thierry 30 INTERNATIONAL PLACE TEWKSBURY, MA 01876 |
V.P. Global Mktg & Bus. Devl. |
/s/ Paul J. Milbury, Attorney-in-Fact | 12/22/2009 | |
**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 of restricted stock unit award, each restricted stock unit representing the right to receive one share of issuer's common stock. These restricted stock units vest over four years, with 25% of the underlying shares vesting on each anniversary of the grant date. |
(2) | 36,666 shares of common stock were disposed of pursuant to the merger agreement between issuer and Cisco Systems, Inc. ("Cisco") in exchange for a cash payment of $1,283,310 ($35.00 per share) on the effective date of the merger. Two restricted stock unit awards for an aggregate of 29,672 were disposed of pursuant to the merger agreement between issuer and Cisco in exchange for two restricted stock unit awards for an aggregate of 43,493 shares of Cisco's common stock, which had a closing sales price as quoted on the NASDAQ Global Select Market of $23.33 per share on effective date of the merger. (Continued in Footnote 3). |
(3) | The restricted stock unit award for 29,316 shares of Cisco's common stock vests over four years, 25% on December 18, 2010 and an additional 25% each year thereafter, subject to the reporting person's continued service to the issuer or Cisco. The restricted stock unit award for 14,177 shares of Cisco's common stock vests over four years, 25% on April 17, 2010 and an additional 25% each year thereafter, subject to the reporting person's continued service to the issuer or Cisco. |
(4) | This option, which provided for vesting as to 25% of the underlying shares on January 1, 2008 and as to an additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 201,342 shares of Cisco common stock for $3.50 per share. |
(5) | This option, which provided for vesting as to 25% of the underlying shares on January 1, 2008 and as to an additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 91,826 shares of Cisco common stock for $3.50 per share. |
(6) | This option, which provided for vesting as to 25% of the underlying shares on March 19, 2009 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 102,609 shares of Cisco common stock for $8.85 per share. |
(7) | This option, which provided for vesting as to 25% of the underlying shares on April 17, 2010 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 46,056 shares of Cisco common stock for $10.99 per share. |