|
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 | ||||||||
Employee Stock Option (Right to Buy) | $ 9 | 01/17/2006 | M | 30,000 | (8) | 01/07/2012 | Common Stock | 30,000 | $ 0 | 140,000 | D | ||||
Director Stock Option (Right to Buy) | $ 30.71 | 01/17/2006 | A | 112,500 | (9) | 01/17/2016 | Common Stock | 112,500 | $ 0 | 112,500 | D | ||||
Deferred Stock Units (Phantom Stock) | (10) | 01/17/2006 | A | 12,500 | (11) | (12) | Common Stock | 12,500 | $ 0 | 12,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEE FRANCIS F 3120 SCOTT BLVD., STE. 130 SANTA CLARA, CA 95054 |
X | President and CEO |
Francis F. Lee | 01/19/2006 | |
**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) | Includes 423 shares acquired under the issuer's employee stock purchase plan in December 2005. |
(2) | The shares were sold pursuant to a 10b5-1 Sales Plan dated May 25, 2005. |
(3) | The shares are held by Francis F. Lee and Evelyn C. Lee as Co-Trustees of the Lee 1999 Living Trust dated March 16, 1999. |
(4) | The shares are held by the reporting person as custodian for his children. |
(5) | The shares are held by Francis F. Lee, Trustee of the Francis Lee 2002 Irrevocable Trust. |
(6) | The shares are held by Evelyn C. Lee, the reporting person's spouse, Trustee of the Evelyn Lee 2002 Irrevocable Trust. |
(7) | The reporting person disclaims beneficial ownership of the securities held indirectly by his daughter, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(8) | 16,667 of the shares subject to the option vested and became exercisable on February 18, 2005, and 1/12th of the total number of shares subject to the option vested or shall vest and became or shall become exercisable on the 18th day of each month thereafter. |
(9) | 25% of the total number of shares subject to the option shall vest and become exercisable on the twelve month anniversary of the January 17, 2006 grant date, and 1/48th of the total number of shares subject to the option shall vest and become exercisable on the 17th day of each month thereafter. |
(10) | Each vested deferred stock unit will be converted into one share of the Issuer's common stock. |
(11) | 25% of the total number of deferred stock units shall vest on the twelve month anniversary of the January 17, 2006 grant date, and 1/48th of the total number of deferred stock units shall vest and become exercisable on the 17th day of each month thereafter. |
(12) | Stock will be delivered for vested units as of January 31, April 30, July 31, and October 31 of each year. |