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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 Options | $ 0.25 | 02/10/2009 | 02/10/2009 | J(4) | 4,197 | 07/27/2006 | 12/29/2010 | Common Stock | 4,197 | $ 0.25 | 4,197 | D | |||
| Stock Options | $ 0.25 | 02/10/2009 | 02/10/2009 | J(4) | 4,197 | 07/27/2006 | 01/26/2012 | Common Stock | 4,197 | $ 0.25 | 4,197 | D | |||
| Stock Options | $ 0.25 | 02/10/2009 | 02/10/2009 | J(4) | 4,197 | 07/27/2006 | 12/29/2012 | Common Stock | 4,197 | $ 0.25 | 4,197 | D | |||
| Stock Options | $ 0.25 | 02/10/2009 | 02/10/2009 | J(4) | 4,197 | 07/27/2009 | 12/29/2013 | Common Stock | 4,197 | $ 0.25 | 4,197 | D | |||
| Stock Options | $ 0.25 | 02/10/2009 | 02/10/2009 | J(4) | 8,393 | 07/27/2006 | 12/29/2013 | Common Stock | 8,393 | $ 0.25 | 8,393 | D | |||
| Stock Options | $ 0.25 | 02/10/2009 | 02/10/2009 | J(4) | 8,393 | 07/27/2006 | 04/28/2013 | Common Stock | 8,393 | $ 0.25 | 8,393 | D | |||
| Stock Options | $ 0.25 | 02/10/2009 | 02/10/2009 | J(4) | 50,000 | 07/27/2006 | 09/06/2016 | Common Stock | 50,000 | $ 0.25 | 50,000 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| van Hedel Bart AM EMMAPLEIN 2 AMSTERDAM 1075 AW |
X | X | ||
| /s/ Bart van Hedel | 05/21/2010 | |
| **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) | 379,900 of the shares of Common Stock held by Trustee Ai-Investments and 110,582 of the shares of Common Stock held by BeeBird Beheer B.V. were cancelled pursuant to that certain Agreement and Plan of Merger, dated as of October 26, 2005, as amended, among Sand Hill, Sand Hill Merger Corp., a wholly-owned subsidiary of Sand Hill, and St. Bernard Software, Inc. Bart van Hedel is a member of the issuer's Board of Directors, the Co-Trustee of Stichting Trustee Ai-Investments and an executive officer and indirect owner of BeeBird Beheer B.V. Mr. Hedel also owns, directly or indirectly, certain entities which are beneficiaries of the assets held in trust by Stichting Trustee Ai-Investments. Mr. Hedel expressly disclaims beneficial ownership in these shares, except to the extent of his respective pecuniary interests therein. |
| (2) | These shares of Common Stock were acquired by BeeBird Beheer B.V. in a private transaction. Bart van Hedel is a member of the issuer's Board of Directors and an executive officer and indirect owner of BeeBird Beheer B.V. Mr. Hedel expressly disclaims beneficial ownership in these shares, except to the extent of his respective pecuniary interests therein. |
| (3) | These shares of Common Stock were acquired by Trustee Ai-Investments. Bart van Hedel is a member of the issuer's Board of Directors and the Co-Trustee of Stichting Trustee Ai-Investments. Mr. Hedel also owns, directly or indirectly, certain entities which are beneficiaries of the assets held in trust by Stichting Trustee Ai-Investments. Mr. Hedel expressly disclaims beneficial ownership in these shares, except to the extent of his respective pecuniary interests therein. |
| (4) | On February 10, 2009, the exercise price of each stock option was amended to be $0.25. Each stock option vests over three years, with one third of the shares subject to the stock option vesting on the first year anniversary of the original grant date and the remaining two-thirds of the shares subject to the stock option vesting in equal monthly increments over the next 24 months thereafter. |