|
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 | ||||||||
Option (right to buy) | $ 5.11 | 05/08/2012 | M | 100,000 | 01/24/2008(3) | 01/24/2017 | Common Stock | 100,000 | $ 0 | 613,437 | D | ||||
Performance Right | (4) | 05/08/2012 | A | 150,000 | 12/31/2013(5) | (6) | Common Stock | 150,000 | $ 0 | 150,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GAUDREAU DANIEL A 2207 BRIDGEPOINTE PARKWAY, SUITE 500 SAN MATEO, CA 94404 |
SVP, Operations and CFO |
\s\ Daniel A. Gaudreau | 05/10/2012 | |
**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) | Represents a weighted average sales price within the range of $6.80 to $6.85. |
(2) | Includes 145,000 of the Issuer's common stock underlying RSU's awarded. |
(3) | The underlying option became exercisable as to 1/4 of the total option shares granted one year from the vesting commencement date of January 24, 2007 and for the balance in a series of equal monthly installments over the following 36 months. |
(4) | Each performance right represents a contingent right to receive one share of the Company's common stock; the number indicated represents the maximum number of performance rights that can be earned by the reporting person. |
(5) | The performance-vesting requirement is tied to the total shareholder return to the Company's shareholders for the 2-year performance period beginning January 1, 2012 and ending on December 31, 2013 in relation to the total shareholder return realized for that same period by the companies comprising the S&P SmallCap 600 Index. The actual number of shares of the Company's common stock into which the performance shares will convert is calculated by multiplying the target number of performance shares (75,000 shares) by a percentage ranging from 0% to 200% based on the actual level at which the performance goal is attained. |
(6) | Fifty percent of the performance shares earned on the basis of the Company's performance will vest based on the reporting person's continued service with the Company through the completion of the 2-year performance period, and the remainder of those performance shares will vest based on the reporting person's continued service with the Company through December 31, 2014. |