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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 | ||||||||
Stock Option (right to buy) | $ 22.05 | 05/01/2008 | D(1) | 3,500 | (2) | 02/27/2009 | Common Stock | 3,500 | (1) (3) | 0 | D | ||||
Stock Option (right to buy) | $ 25.53 | 05/01/2008 | A(1) | 3,500 | (2) | 02/27/2009 | Common Stock | 3,500 | (1) (3) | 9,800 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bondur Thomas J 4300 CUSHING PARKWAY FREMONT, CA 94560 |
Vice President |
Kym Hall by Power of Attorney | 09/26/2008 | |
**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) | On 02/27/02 the reporting person was granted an option to purchase 15,000 shares of the Issuer's Common Stock at a purchase price of $22.05 per share. This option had an exercise price which was less than the closing price of the company's common stock on the appropriate measurement date determined by a special committee of the company's Board of Directors and the Company for financial accounting purposes. The Company has agreed to amend the outstanding portion of the misdated option to increase the exercise price to the appropriate fair market value per share on the correct measurement date ($25.53) so as to avoid adverse tax consequences under Internal Revenue Code 409A, and as applicable, similar provisions of state law. The Company and the reporting person entered into a Stock Option Amendment and Special Bonus Agreement to amend this option. |
(2) | This option is fully vested and exercisable. |
(3) | In exchange for increasing the exercise price of this misdated option, the company agreed to make a cash payment in January of 2009 to the reporting person, in order to make such reporting person whole for the incremental exercise price increase. The amount of the cash payment is expected to be $12,180. |