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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 | $ 2.09 | 07/25/2013 | D | 150,000 | 08/04/2012(2) | 08/04/2018 | Common Stock | 150,000 | $ 4.26 | 0 | D | ||||
Non-Qualified Stock Option | $ 4.265 | 07/25/2013 | D | 186,000 | (3) | 04/30/2022 | Common Stock | 186,000 | $ 2.085 | 0 | D | ||||
Non-Qualified Stock Option | $ 7.54 | 07/25/2013 | D | 150,000 | (4) | 06/01/2020 | Common Stock | 150,000 | (4) | 0 | D | ||||
Non-Qualified Stock Option | $ 8.08 | 07/25/2013 | D | 175,000 | (5) | 05/03/2021 | Common Stock | 175,000 | (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEVRAN ALEXANDER 740 CALLE PLANO CAMARILLO, CA 93012 |
President, Renewable Energy |
/s/ Tina D. McKnight, by power of attorney for Alexander Levran | 07/29/2013 | |
**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) | Reflects 166,807 shares of restricted stock units ("RSUs") granted to Mr. Levran. Such RSUs can be settled for the Issuer's common stock, par value $0.001 ("Common Stock") underlying such option, and vested immediately prior to the effective time of the merger of Verdi Acquisition Corporation, an indirect wholly owned subsidiary of ABB Ltd ("ABB"), with and into Issuer, with Issuer continuing as the surviving corporation (the "Merger") pursuant to the merger agreement by and among the foregoing entities. |
(2) | This option was canceled in the Merger in exchange for a cash payment of $639,000.00, representing the difference between the exercise price of the option and the merger consideration paid for the Common Stock underlying such option. |
(3) | This option, which provided for vesting in three equal installments beginning on April 30, 2013, was canceled in the Merger in exchange for a cash payment of $387,810.00, representing the difference between the exercise price of the option and the merger consideration paid for the Common Stock underlying such option. |
(4) | This option, which provided for vesting in four equal installments beginning on June 1, 2011, was assumed by ABB in the Merger and replaced with an option to purchase 41,991 shares of ABB American Depositary Shares ("ADSs") for $26.94 per ADS. |
(5) | This option, which provided for vesting in three equal installments beginning on May 3, 2012, was assumed by ABB in the Merger and replaced with an option to purchase 48,989 ADSs for $28.87 per ADS. |