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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) | $ 74.32 | 01/26/2010 | D | 375,000 | (9) | 04/18/2011 | Common Stock | 375,000 | (10) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 25.8 | 01/26/2010 | D | 50,000 | (9) | 05/02/2012 | Common Stock | 50,000 | (10) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 19.8 | 01/26/2010 | D | 525,000 | (11) | 04/27/2016 | Common Stock | 525,000 | (10) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 15.4 | 01/26/2010 | D | 375,000 | (9) | 07/23/2013 | Common Stock | 375,000 | (10) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 160 | 01/26/2010 | D | 250,000 | (9) | 04/12/2010 | Common Stock | 250,000 | (10) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 15.4 | 01/26/2010 | D | 225,000 | (12) | 07/28/2015 | Common Stock | 225,000 | (10) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCNEALY SCOTT G 4150 NETWORK CIRCLE SANTA CLARA, CA 95054 |
X | |||
| /s/ Craig D. Norris, attorney-in-fact | 01/26/2010 | |
| **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 1,282 shares acquired under the JAVA employee stock purchase plan on November 13, 2009. |
| (2) | Pursuant to the Merger Agreement between the Issuer and Oracle Corporation dated April 19, 2009 (the "Merger Agreement"), each share of JAVA common stock will be exchanged for $9.50 in cash. |
| (3) | Shares are represented by restricted stock units. |
| (4) | Pursuant to the Merger Agreement, each restricted stock unit will be assumed by Oracle and converted into a restricted stock unit for 0.3849 shares of Oracle common stock. |
| (5) | Shares are held directly in a trust for which the reporting person and his spouse serve as trustees. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. |
| (6) | Shares are held directly in a trust for which the reporting person serves as trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. |
| (7) | Shares are held directly in a trust for which the reporting person's father-in-law serves as trustee and for which the reporting person's children are the beneficiaries. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. |
| (8) | Shares are held in a California Uniform Transfer to Minors Act account for the benefit of the reporting person's child and for which the reporting person's spouse serves as custodian. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. |
| (9) | The option is fully vested. |
| (10) | Pursuant to the Merger Agreement, each option to purchase shares of JAVA common stock will be assumed by Oracle and converted into an option to purchase a number of shares of Oracle common stock equal to the number of shares of JAVA common stock subject to the option multiplied by 0.3849 rounded down to the nearest whole share. The exercise price per share for the assumed option will equal the JAVA per share exercise price divided by 0.3849. |
| (11) | The option vests in five equal annual installments beginning on April 27, 2007. |
| (12) | The option vests in five equal annual installments beginning on July 28, 2006. |
| Remarks: This report on Form 4 is one of two reports which relates to the same transaction. | |