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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 | ||||||||
| Right to Buy (Common Stock) | $ 9.89 | 09/27/2010 | 09/27/2010 | D | 35,000 | 05/12/2011 | 05/12/2020 | Common Stock | 35,000 | (1) | 0 | D | |||
| Right to Buy (Common Stock) | $ 9.36 | 09/27/2010 | 09/27/2010 | D | 50,000 | 06/01/2010 | 06/01/2019 | Common Stock | 50,000 | (2) | 0 | D | |||
| Right to Buy (Common Stock) | $ 8.96 | 09/27/2010 | 09/27/2010 | D | 50,000 | 08/05/2009 | 08/05/2018 | Common Stock | 50,000 | (3) | 0 | D | |||
| Right to Buy (Common Stock) | $ 7.08 | 09/27/2010 | 09/27/2010 | D | 125,000 | 01/26/2008 | 01/26/2017 | Common Stock | 125,000 | (4) | 0 | D | |||
| Right to Buy (Common Stock) | $ 0.46 | 09/27/2010 | 09/27/2010 | D | 205,957 | 04/01/2006 | 04/01/2015 | Common Stock | 205,957 | (5) | 0 | D | |||
| Restricted Stock Unit | $ 0.001 (6) | 09/27/2010 | 09/27/2010 | D | 20,000 | 05/12/2011 | 05/12/2014 | Common Stock | 20,000 | (7) | 0 | D | |||
| Restricted Stock Unit | $ 0.001 (6) | 09/27/2010 | 09/27/2010 | D | 18,750 | 06/01/2010 | 06/01/2013 | Common Stock | 18,750 | (8) | 0 | D | |||
| Restricted Stock Unit | $ 0.001 (6) | 09/27/2010 | 09/27/2010 | D | 20,000 | 07/21/2012 | 07/21/2012 | Common Stock | 20,000 | (9) | 0 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Price Jeffrey A C/O 3PAR INC. 4209 TECHNOLOGY DRIVE FREMONT, CA 94538 |
X | CTO, System Design | ||
| /s/ Ricardo E. Velez, Atty-in-Fact for Jeffrey A. Price | 09/30/2010 | |
| **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) | Pursuant to the terms of a merger agreement between the issuer, Hewlett-Packard Company ("HP") and Rio Acquisition Corporation (the "Merger"), this option was assumed and exchanged for an option to purchase 29,117 shares of HP common stock at an exercise price per share of $11.89. |
| (2) | Pursuant to the terms of the Merger, 12,500 shares under this option were not assumed by HP and were cancelled in exchange for a cash payment to Reporting Person equal to the difference between the offer price per share of $33.00 and the exercise price per share of the option. The remaining shares under the option were assumed and exchanged for an option to purchase 31,197 shares of HP common stock at an exercise price per share of $11.26. |
| (3) | Pursuant to the terms of the Merger, 25,000 shares under this option were not assumed by HP and were cancelled in exchange for a cash payment to Reporting Person equal to the difference between the offer price per share of $33.00 and the exercise price per share of the option. The remaining shares under the option were assumed and exchanged for an option to purchase 20,798 shares of HP common stock at an exercise price per share of $10.78. |
| (4) | Pursuant to the terms of the Merger, 111,979 shares under this option were not assumed by HP and were cancelled in exchange for a cash payment to Reporting Person equal to the difference between the offer price per share of $33.00 and the exercise price per share of the option. The remaining shares under the option were assumed and exchanged for an option to purchase 10,832 shares of HP common stock at an exercise price per share of $8.52. |
| (5) | Pursuant to the terms of the Merger, this option was not assumed by HP and was cancelled in exchange for a cash payment to Reporting Person equal to the difference between the offer price per share of $33.00 and the exercise price per share of the option. |
| (6) | Represents par value of Issuer's common stock. |
| (7) | Pursuant to the terms of the Merger, this restricted stock unit was exchanged for a restricted stock unit covering 16,638 shares of HP common stock. |
| (8) | Pursuant to the terms of the Merger, this restricted stock unit was exchanged for a restricted stock unit covering 15,598 shares of HP common stock. |
| (9) | Pursuant to the terms of the Merger, this restricted stock unit was exchanged for a restricted stock unit covering 16,638 shares of HP common stock. |