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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 (right to buy) | $ 2.18 | 04/12/2010 | D | 50,000 | (3) | 09/24/2015 | Common Stock | 50,000 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 3.79 | 04/12/2010 | D | 39,750 | (5) | 09/20/2011 | Common Stock | 39,750 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 4.04 | 04/12/2010 | D | 39,750 | (5) | 09/28/2012 | Common Stock | 39,750 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 4.26 | 04/12/2010 | D | 39,750 | (5) | 09/24/2012 | Common Stock | 39,750 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 4.32 | 04/12/2010 | D | 39,750 | (5) | 09/22/2011 | Common Stock | 39,750 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 4.41 | 04/12/2010 | D | 50,000 | (5) | 09/20/2013 | Common Stock | 50,000 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 6.15 | 04/12/2010 | D | 39,750 | (5) | 09/23/2010 | Common Stock | 39,750 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 18 | 04/12/2010 | D | 34,600 | (5) | 12/13/2010 | Common Stock | 34,600 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LONG JAMES R 350 CAMPUS DRIVE MARLBOROUGH, MA 01752-3064 |
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/s/ James R. Long | 04/14/2010 | |
**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) | Includes 18,716 shares represented by restricted stock units ("RSUs"). Pursuant to the Issuer's 2003 Stock Plan (the "2003 Plan"), the RSUs vested in full immediately prior to the effectiveness of the merger. |
(2) | Pursuant to the Merger Agreement between the Issuer and Hewlett-Packard Company ("HP") dated November 11, 2009 (the "Merger Agreement"), each share of COMS common stock will be exchanged for $7.90 in cash. |
(3) | Pursuant to the 2003 Plan, the unvested options vested in full immediately prior to the effectiveness of the merger. |
(4) | Pursuant to the Merger Agreement, the option will be cancelled in exchange for a cash payment for each share subject to the option equal to the excess of $7.90 over the per share exercise price of the option. |
(5) | The option is fully vested and immediately exercisable. |
(6) | Pursuant to the Merger Agreement, the option will be assumed by HP and converted into an option to purchase 5,101 shares of HP common stock at an exercise price of $122.09 per share. |