|
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 | ||||||||
Restricted Stock Units | (2) | 01/31/2011 | A | 300,000 | (3) | (3) | Common Stock | 300,000 | $ 0 | 300,000 | D | ||||
Stock Option (right to buy) | $ 2.1 | 01/31/2011 | A | 400,000 | (4) | 01/31/2018 | Common Stock | 400,000 | $ 0 | 400,000 | D | ||||
Restricted Stock Units | (2) | 06/24/2011 | J(5) | 300,000 | (3) | (3) | Common Stock | 300,000 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 2.1 | 06/24/2011 | J(5) | 400,000 | (4) | 01/31/2018 | Common Stock | 400,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lu Ying (Jack) 52-2 BLDG., BDA INT'L ENTERPRISE AVE. #2 JINGYUAN NORTH ST., DAXING DISTRICT BEIJING, F4 100176 |
X | CEO & President |
/s/Linda Lee, Attorney-in-Fact on behalf of Ying (Jack) Lu | 07/08/2011 | |
**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) | Mr. Lu was awarded 300,000 shares of restricted common stock which will vest over a four (4) year period. 25% of the total shares shall vest annually starting on January 31, 2012, subject to Mr. Lu's continuing service to the Company through each applicable vesting date. |
(2) | Each restricted stock unit represents a contingent right to receive one share of UTStarcom, Inc. common stock. |
(3) | Mr. Lu was awarded 300,000 restricted stock units which will vest over a four (4) year period. 25% of the total shares shall vest annually starting on January 31, 2012, subject to Mr. Lu's continuing service to the Company through each applicable vesting date. Vested shares shall be automatically issued to Mr. Lu on the vesting date. |
(4) | Mr. Lu was awarded an option to purchase up to 400,000 shares of UTStarcom, Inc. common stock. 25% of the shares subject to the option shall vest on January 31, 2012 and 1/36 of the remaining shares subject to the option shall vest on the last day of each month thereafter. |
(5) | In connection with the reorganization of the corporate structure of the group of companies controlled by UTStarcom, Inc. to change its place of incorporation from Delaware to the Cayman Islands, each outstanding share of UTStarcom, Inc. common stock was converted into the right to receive the same number of ordinary shares in the capital of UTStarcom Holdings Corp., a Cayman Islands company. In addition, all outstanding equity awards of UTStarcom, Inc. were assumed by UTStarcom Holdings Corp. to provide for the issuance of UTStarcom Holdings Corp. ordinary shares rather than UTStarcom, Inc. common stock upon the exercise or conversion of such awards. |