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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 | ||||||||
Non-qualified stock option (right to buy) | $ 25.46 | 08/06/2015 | D | 782 | (3) | 05/03/2017 | Common Stock | 782 | $ 0 | 0 | D | ||||
Non-qualified stock option (right to buy) | $ 54.93 | 08/06/2015 | D | 2,500 | (3) | 05/02/2018 | Common Stock | 2,500 | $ 0 | 0 | D | ||||
Non-qualified stock option (right to buy) | $ 43.8 | 08/06/2015 | D | 18,000 | (3) | 12/08/2018 | Common Stock | 18,000 | $ 0 | 0 | D | ||||
Non-qualified stock option (right to buy) | $ 44.06 | 08/06/2015 | D | 20,000 | (3) | 02/01/2019 | Common Stock | 20,000 | $ 0 | 0 | D | ||||
Non-qualified stock option (right to buy | $ 29.28 | 08/06/2015 | D | 6,667 | (3) | 08/01/2019 | Common Stock | 6,667 | $ 0 | 0 | D | ||||
Non-qualified stock option (right to buy | $ 30.33 | 08/06/2015 | D | 37,500 | (3) | 12/17/2019 | Common Stock | 37,500 | $ 0 | 0 | D | ||||
Non-qualified stock option (right to buy | $ 37.43 | 08/06/2015 | D | 30,000 | (3) | 02/01/2020 | Common Stock | 30,000 | $ 0 | 0 | D | ||||
Non-qualified stock option (right to buy | $ 31.36 | 08/06/2015 | D | 100,000 | (3) | 08/01/2021 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
Non-qualified stock option (right to buy | $ 42.5 | 08/06/2015 | D | 55,804 | (3) | 02/05/2022 | Common Stock | 55,804 | $ 0 | 0 | D | ||||
Performance-based restricted stock unit | (4) | 08/06/2015 | D | 7,500 | (4) | (4) | Common Stock | 7,500 | $ 0 | 0 | D | ||||
Performance-based restricted stock unit | (4) | 08/06/2015 | D | 7,813 | (4) | (4) | Common Stock | 7,813 | $ 0 | 0 | D | ||||
Performance-based restricted stock unit | (4) | 08/06/2015 | D | 7,813 | (4) | (4) | Common Stock | 7,813 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Race Charles 2100 SEAPORT BLVD REDWOOD CITY, CA 94063 |
EVP Worldwide Field Operations |
/s/ Edwin White, Attorney in Fact for Charles Race | 08/12/2015 | |
**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) | Each outstanding share of the Common Stock of the Issuer was converted into the right to receive $48.75 per share in cash, as described in the Merger Agreement. |
(2) | Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive Common Stock shares of the Issuer. The RSUs were cancelled or assumed by Newco, as described in the Merger Agreement. |
(3) | Each outstanding option of the Issuer was either converted into the right to receive cash, or was cancelled without any cash payment or other consideration, as described in the Merger Agreement. |
(4) | Performance-based restricted stock units ("PSUs") were cancelled, as described in the Merger Agreement. PSUs designated as Vested PSU or Rollover PSU were cancelled or assumed by Newco and converted into the right to receive cash payment, as described in the Merger Agreement. |
Remarks: This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 6, 2015, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on April 7, 2015, and by which the Issuer became a wholly-owned subsidiary of Ithaca Holdco 2 LLC ("Newco"). |