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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) | $ 13.5 | 11/03/2009 | D | 18,000 | (3) | 01/28/2010 | Common Stock | 18,000 | $ 16.5 (4) | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 10.94 | 11/03/2009 | D | 152,000 | (5) | 12/08/2010 | Common Stock | 152,000 | $ 19.06 (4) | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 13.15 | 11/03/2009 | D | 40,000 | (6) | 12/09/2010 | Common Stock | 40,000 | $ 16.85 (4) | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 15.93 | 11/03/2009 | D | 9,000 | (7) | 12/13/2011 | Common Stock | 9,000 | $ 14.07 (7) | 36,000 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 15.93 | 11/03/2009 | D | 36,000 | (8) | 12/13/2011 | Common Stock | 36,000 | $ 14.07 (4) | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 20.07 | 11/03/2009 | D | 20,000 | (9) | 05/07/2012 | Common Stock | 20,000 | $ 9.93 (4) | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 13.63 | 11/03/2009 | D | 9,000 | (7) | 10/13/2012 | Common Stock | 9,000 | $ 16.37 (7) | 36,000 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 13.63 | 11/03/2009 | D | 36,000 | (10) | 10/13/2012 | Common Stock | 36,000 | $ 16.37 (4) | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 9.63 | 11/03/2009 | D | 100,000 | (11) | 10/18/2012 | Common Stock | 100,000 | $ 20.37 (4) | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 14.87 | 11/03/2009 | D | 33,000 | (7) | 11/02/2013 | Common Stock | 22,000 | $ 15.13 (7) | 22,000 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 14.87 | 11/03/2009 | D | 22,000 | (12) | 11/02/2013 | Common Stock | 33,000 | $ 15.13 (4) | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 15.23 | 11/03/2009 | D | 33,000 | (7) | 08/02/2014 | Common Stock | 33,000 | $ 14.77 (7) | 22,000 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 15.23 | 11/03/2009 | D | 22,000 | (13) | 08/02/2014 | Common Stock | 22,000 | $ 14.77 (4) | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 14.26 | 11/03/2009 | D | 12,000 | (14) | 03/14/2015 | Common Stock | 12,000 | $ 15.74 (4) | 48,000 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 14.26 | 11/03/2009 | D | 48,000 | (7) | 03/14/2015 | Common Stock | 48,000 | $ 15.74 (7) | 0 | D | ||||
Stock-Settled Stock Appreciation Rights (SSARs) | $ 11.77 | 11/03/2009 | D | 67,000 | (7) | 03/13/2019 | Common Stock | 67,000 | $ 18.23 (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FREEMAN RUSSELL 2300 WEST PLANO PARKWAY PLANO, TX 75075 |
Vice President and COO |
By Rex C. Mills, by Power of Attorney for Russell W. Freeman | 11/05/2009 | |
**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 tender offer commenced under the Agreement and Plan of Merger, dated September 20, 2009, by and among issuer, Dell Inc. and DII-Holdings Inc. (the "Merger Agreement"), the shares of the issuer's Class A Common Stock issued and outstanding (the "Shares") were exchanged for the right to receive $30.00 per Share (the "Offer Price") without interest thereon and less any applicable withholding or stock transfer taxes. |
(2) | Includes 135,500 Restricted Stock Units. Pursuant to the Merger Agreement, each outstanding Restricted Stock Unit became vested and earned and was cancelled and converted into the right to receive an amount (without interest) in cash equal to the product of (x) the Offer Price multiplied by (y) the total number of Shares subject to such Restricted Stock Unit. |
(3) | The Stock Options vested in 10 equal annual installments beginning on 1/28/2000. |
(4) | Pursuant to the Merger Agreement, all outstanding vested Stock Options were cancelled in exchange for a cash payment (without interest) equal to the product of (x) the excess, if any, of the Offer Price over the exercise price or base price, as applicable, per Share of each such Stock Option, multiplied by (y) the total number of Shares subject to such Stock Option. |
(5) | The Stock Options vested in 5 equal annual installments beginning on 12/08/2001. |
(6) | The Stock Options vested in 5 equal annual installments beginning on 12/09/2004. |
(7) | Pursuant to the Merger Agreement, all outstanding unvested Stock Options to purchase Shares and all outstanding SSARs (collectively, "Unvested Company Stock Option Awards") vested and were cancelled in exchange for a cash payment (without interest) equal to the product of (x) the excess, if any, of the Offer Price over the exercise price or base price, as applicable, per Share of each such Unvested Company Stock Option Award, multiplied by (y) the total number of Shares subject to such Unvested Company Stock Option Award. |
(8) | The Stock Options vested in 4 equal annual installments beginning on 12/13/2005. |
(9) | The Stock Options vested in 5 equal annual installments beginning on 5/7/2003. |
(10) | The Stock Options vested in 4 equal annual installments beginning on 10/13/2006. |
(11) | The Stock Options vested in 2 equal annual installments beginning on 10/18/2006. |
(12) | The Stock Options vested in 3 equal annual installments beginning on 11/02/2007. |
(13) | The Stock Options vested in 2 equal annual installments beginning on 8/02/2008. |
(14) | The Stock Options vested on 3/14/2009. |