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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 | ||||||||
Employee stock option (right to buy) | $ 16 | 01/13/2011 | D(2) | 20,000 | (3) | 02/09/2015 | Common Stock | 20,000 | $ 0 | 0 | D | ||||
Employee stock option (right to buy) | $ 12.13 | 01/13/2011 | D(2) | 19,000 | (4) | 05/09/2017 | Common Stock | 19,000 | $ 0 | 0 | D | ||||
Employee stock option (right to buy) | $ 21 | 01/13/2011 | D(2) | 7,200 | (5) | 05/08/2018 | Common Stock | 7,200 | $ 0 | 0 | D | ||||
Employee stock option (right to buy) | $ 14.65 | 01/13/2011 | D(2) | 8,060 | (6) | 05/27/2016 | Common Stock | 8,060 | $ 0 | 0 | D | ||||
Employee stock option (right to buy) | $ 19.92 | 01/13/2011 | D(2) | 6,170 | (7) | 05/06/2017 | Common Stock | 6,170 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PEARLSTEIN JACK C/O SYNIVERSE HOLDINGS, INC. 8125 HIGHWOODS PALM WAY TAMPA, FL 33647 |
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/s/ Laura E. Binion, under a power of attorney | 01/14/2011 | |
**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) | The shares of common stock, including restricted stock, were cancelled pursuant to the Agreement and Plan of Merger with Buccaneer Holdings, Inc. and Buccaneer Merger Sub, Inc., dated as of October 28, 2010 (the "Merger Agreement"), in exchange for a cash payment in the amount of $31.00 per share. |
(2) | The options, whether vested or unvested, were cancelled pursuant to the Merger Agreement in exchange for a cash payment in the amount of $31.00 per share less the exercise price of the option. |
(3) | The option vested 20% on February 9, 2006, and an additional 5% vested on each subsequent quarter date thereafter. |
(4) | The option vested in three equal annual installments on each of May 9, 2008, May 9, 2009 and May 9, 2010. |
(5) | The option vests in three equal annual installments on each of May 8, 2009, May 8, 2010 and May 8, 2011. |
(6) | The option vests in three equal annual installments on each of May 27, 2010, May 27, 2011 and May 27, 2012. |
(7) | The option vests in three equal annual installments on each of May 6, 2011, May 6, 2012 and May 6, 2013. |