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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 | ||||||||
| Restricted Stock Unit (RSU) | $ 0 | 12/17/2005 | M | 16,250 | 12/17/2005(3) | 12/17/2008 | Common Stock | 16,250 | $ 22.89 | 108,750 | I | by Sclavos1990RvTrst | |||
| Restricted Stock Unit (RSU) | $ 0 | 03/17/2006 | M | 1,563 | 12/17/2005(3) | 12/17/2008 | Common Stock | 1,563 | $ 23.22 | 107,187 | I | by Sclavos1990RvTrst | |||
| Incentive Stock Option (right to buy) | $ 74.188 | 12/29/2001 | 12/29/2007 | Common Stock | 2,694 | 2,694 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 10.08 | 05/24/2003(4) | 05/24/2009 | Common Stock | 600,000 | 600,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 15.87 | 10/29/2004(5) | 10/29/2010 | Common Stock | 690,717 | 690,717 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 22.71 | 02/21/2003(4) | 02/21/2009 | Common Stock | 600,000 | 600,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 23.46 | 10/31/2006 | 11/01/2012 | Common Stock | 385,300 | 385,300 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 33.38 | 12/17/2005(6) | 12/17/2011 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 35.049 | 12/17/2005(7) | 12/17/2011 | Common Stock | 400,000 | 400,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 37.0625 | 07/30/2000 | 07/30/2006 | Common Stock | 400,000 | 400,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 59.4 | 10/02/2001(8) | 05/02/2008 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 74.188 | 12/29/2001 | 12/29/2007 | Common Stock | 97,306 | 97,306 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 55.94 | 08/01/2002(9) | 08/01/2008 | Common Stock | 1,225,000 | 1,225,000 | I | By Boutari Ventures | |||||||
| Restricted Stock Unit (RSU) | $ 0 | 11/01/2006(10) | 11/01/2009 | Common Stock | 86,000 | 86,000 | I | by Sclavos1990RvTrst | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCLAVOS STRATTON D 487 EAST MIDDLEFIELD ROAD MOUNTAIN VIEW, CA 94043 |
X | Chairman, President & CEO | ||
| By: Donald T Rozak Jr, as attorney-in-fact For: Stratton D. Sclavos | 03/20/2006 | |
| **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) | Disposition of shares exempt under Rule 16b-3 as payment of tax liability to Company by delivery or withholding securities incident to vesting of restricted stock award. |
| (2) | Shares held of record by the Sclavos 1990 Revocable Trust of which Mr. Sclavos and Jody Sclavos, his wife, are co-trustees. |
| (3) | On 12/17/2004, Mr. Sclavos received two restricted stock awards, one for 100,000 restricted stock units (RSUs), and one for 25,000 RSUs. Each restricted stock unit represents a contingent right to receive one (1) share of VeriSign common stock once vested. The first award of 100,000 RSUs shall vest ratably over a four-year period, with 10% of the total award vesting and becoming exercisable on the 1st anniversary, 20% of the total award vesting and becoming exercisable on the 2nd anniversary, 30% of the total award vesting and becoming exercisable on the 3rd anniversary, and 40% of the total award vesting and becoming exercisable on the 4th anniversary, from date of grant. The second award of 25,000 RSUs shall vest ratably over a four-year period, with 25% of the total award vesting and becoming exercisable on the first anniversary from date of grant, and thereafter shall vest and become exercisable quarterly at a rate of 6.25% of the total award, until fully vested. |
| (4) | Twenty-five percent (25%) of the total options granted vest and become exercisable one year after the date of grant and thereafter with respect to 6.25% of the shares each quarter until fully vested. |
| (5) | Are exercisable as to 6.25% of the shares each quarter from the date of grant. |
| (6) | Twenty-five percent (25%) of the total options granted vest and become exercisable one year after the date of grant and thereafter with respect to 6.25% of the shares each quarter until fully vested. |
| (7) | Ten percent (10%) of the total options granted vest and become exercisable on the first anniversary of the date of grant, twenty percent (20%) of the total options granted vest and become exercisable on the second anniversary of the date of grant, thirty percent (30%) of the total options granted vest and become exercisable on the third anniversary of the date of grant, and forty percent (40%) of the total options granted vest and become exercisable on the fourth anniversary of the date of grant. |
| (8) | Options vest 25% on October 2, 2001, and thereafter with respect to 6.25% of the shares each quarter for a total of 25% each 12 month period. |
| (9) | Options vest 25% on November 1, 2001, and thereafter with respect to 6.25% of the shares each quarter for a total of 25% each 12 month period. |
| (10) | On 11/01/2005, Mr. Sclavos one restricted stock award for 86,000 restricted stock units (RSUs). Each restricted stock unit represents a contingent right to receive one (1) share of VeriSign common stock once vested. The award vests ratably over a four-year period, with ten percent (10%) of the total award vesting and becoming exercisable on the first anniversary from date of grant, twenty percent (20%) of the total award vesting and becoming exercisable on the second anniversary from date of grant, thirty percent (30%) of the total award vesting and becoming exercisable on the third anniversary from date of grant, and forty percent (40%) of the total award vesting and becoming exercisable on the fourth anniversary from date of grant. |
| Remarks: Reporting Person's total direct holdings disclosed in Table I, Item 5 under Amount of Securities Beneficially Owned Following Reported Transaction(s) includes shares acquired through the VeriSign 1998 Employee Stock Purchase Plan. | |