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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 | $ 16.55 | 12/18/2009 | D | 7,068 | (8) | 06/21/2017 | Common Stock | 7,068 | $ 18.45 | 0 | D | ||||
| NQSO | $ 15.59 | 12/18/2009 | D | 20,000 | (9) | 05/22/2018 | Common Stock | 20,000 | $ 19.41 | 0 | D | ||||
| NQSO | $ 19.07 | 12/18/2009 | D | 6,583 | (10) | 05/21/2019 | Common Stock | 6,583 | $ 15.93 | 0 | D | ||||
| NQSO | $ 5.13 | 12/18/2009 | M | 66,666 | (11) | 12/14/2016 | Common Stock | 66,666 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DALTON SEAN M C/O HIGHLAND CAPITAL PARTNERS 92 HAYDEN AVENUE LEXINGTON, MA 02421 |
X | |||
| /s/ Sean M Dalton | 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) | Disposed of pursuant to the merger agreement between issuer and Cisco Systems, Inc. in exchange for a cash payment of $2,568,720 ($35.00 per share) on the effective date of the merger. |
| (2) | Disposed of pursuant to the merger agreement in exchange for a cash payment of $40,748,400 ($35.00 per share) on the effective date of the merger. |
| (3) | Represents securities held by Highland Capital Partners V, Limited Partnership, an affiliate of the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (4) | Disposed of pursuant to the merger agreement in exchange for a cash payment of $10,504,480 ($35.00 per share) on the effective date of the merger. |
| (5) | Represents securities held by Highland Capital Partners V-B, Limited Partnership, an affiliate of the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (6) | Disposed of pursuant to the merger agreement in exchange for a cash payment of $6,464,220 ($35.00 per share) on the effective date of the merger. |
| (7) | Represents securities held by Highland Entrepreneurs' Fund V Limited Partnership, an affiliate of the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (8) | This option, which provided for vesting as to 20% of the underlying shares on June 21, 2008 and as to an additional 5% each quarter thereafter, was canceled in the merger in exchange for a cash payment of $130,404.60, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($35.00 per share). |
| (9) | This option, which provided for vesting as to 20% of the underlying shares on May 22, 2009 and as to an additional 5% each quarter thereafter, was canceled in the merger in exchange for a cash payment of $388,200, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($35.00 per share). |
| (10) | This option, which provided for vesting as to 100% of the underlying shares on May 21, 2010, was canceled in the merger in exchange for a cash payment of $104,867.19, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($35.00 per share). |
| (11) | This option, which provided for vesting as to 25% of the underlying shares on December 14, 2007 and as to an additional 6.25% each quarter thereafter, accelerated to be vested in full in connection with the merger. |