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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 | ||||||||
| ISO | $ 0.3 | 12/18/2009 | D | 5,000 | (4) | 01/23/2013 | Common Stock | 5,000 | (4) | 0 | D | ||||
| NQSO | $ 1.65 | 12/18/2009 | D | 19,508 | (5) | 07/26/2015 | Common Stock | 19,500 | (5) | 0 | D | ||||
| ISO | $ 1.65 | 12/18/2009 | D | 85,492 | (6) | 07/26/2015 | Common Stock | 85,492 | (6) | 0 | D | ||||
| NQSO | $ 1.65 | 12/18/2009 | D | 17,708 | (7) | 09/29/2016 | Common Stock | 17,708 | (7) | 0 | D | ||||
| ISO | $ 1.65 | 12/18/2009 | D | 65,624 | (8) | 09/29/2016 | Common Stock | 65,624 | (8) | 0 | D | ||||
| NQSO | $ 8.25 | 12/18/2009 | D | 9,333 | (9) | 04/13/2017 | Common Stock | 9,333 | (9) | 0 | D | ||||
| ISO | $ 8.25 | 12/18/2009 | D | 17,333 | (10) | 04/13/2017 | Common Stock | 17,333 | (10) | 0 | D | ||||
| NQSO | $ 12.97 | 12/18/2009 | D | 75,000 | (11) | 03/19/2018 | Common Stock | 75,000 | (11) | 0 | D | ||||
| NQSO | $ 16.11 | 12/18/2009 | D | 50,788 | (12) | 04/17/2019 | Common Stock | 50,788 | (12) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Schoener Anthony P 30 INTERNATIONAL PLACE TEWKSBURY, MA 01876 |
V.P. Engineering | |||
| /s/ Anthony P. Schoener | 12/22/2009 | |
| **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) | 156,000 shares of common stock were disposed of pursuant to the merger agreement between issuer and Cisco Systems, Inc. ("Cisco") in exchange for a cash payment of $5,460,000 ($35.00 per share) on the effective date of the merger. A restricted stock unit award for 15,634 shares of common stock was disposed of pursuant to the merger agreement between issuer and Cisco in exchange for a restricted stock unit award for 22,917 shares of Cisco's common stock, which had a closing sales price as quoted on the NASDAQ Global Select Market of $23.33 per share on effective date of the merger. |
| (2) | 43,000 shares of common stock were disposed of pursuant to the merger agreement in exchange for a cash payment of $1,505,000 ($35.00 per share) on the effective date of the merger. |
| (3) | Consists of 36,000 securities held beneficially by The Anthony P. Schoener Grantor Retained Annuity Trust-2007 and 7,000 shares held beneficially by The Schoener Family Irrevocable Trust dtd 05/21/07, Kathleen Schoener and Karen Schoener, Trustees. Mr. Schoener disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest, if any. |
| (4) | This fully vested option was assumed by Cisco in the merger and replaced with an option to purchase 7,329 shares of Cisco common stock for $0.21 per share. |
| (5) | This option, which provided for vesting as to 25% of the underlying shares on January 1, 2006 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 28,595 shares of Cisco common stock for $1.13 per share, 19,290 vested shares of which will be subject to revesting over two years in equal installments on each of the 24 monthly anniversaries of the merger. |
| (6) | This option, which provided for vesting as to 25% of the underlying shares on January 1, 2006 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 125,318 shares of Cisco common stock for $1.13 per share. |
| (7) | This option, which provided for vesting as to 25% of the underlying shares on September 29, 2007 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 25,957 shares of Cisco common stock for $1.13 per share, the vested portion of which will be subject to revesting over two years in equal installments on each of the 24 monthly anniversaries of the merger. |
| (8) | This option, which provided for vesting as to 25% of the underlying shares on September 29, 2007 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 96,194 shares of Cisco common stock for $1.13 per share, the vested portion of which will be subject to revesting over two years in equal installments on each of the 24 monthly anniversaries of the merger. |
| (9) | This option, which provided for vesting as to 20% of the underlying shares on January 1, 2008 and an as to additional 5% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 13,680 shares of Cisco common stock for $5.63 per share, the vested portion of which will be subject to revesting over two years in equal installments on each of the 24 monthly anniversaries of the merger. |
| (10) | This option, which provided for vesting as to 20% of the underlying shares on January 1, 2008 and an as to additional 5% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 25,407 shares of Cisco common stock for $5.63 per share, the vested portion of which will be subject to revesting over two years in equal installments on each of the 24 monthly anniversaries of the merger. |
| (11) | This option, which provided for vesting as to 25% of the underlying shares on March 19, 2009 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 109,938 shares of Cisco common stock for $8.85 per share, the vested portion of which will be subject to revesting over two years in equal installments on each of the 24 monthly anniversaries of the merger. |
| (12) | This option, which provided for vesting as to 25% of the underlying shares on April 17, 2010 and an as to additional 6.25% each quarter thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 74,447 shares of Cisco common stock for $10.99 per share. |