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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) | $ 19.33 | 02/11/2011 | J(2) | 36,000 | (2) | 12/01/2020 | Common Stock | 36,000 | $ 0.17 (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 9.66 | 02/11/2011 | J(3) | 36,000 | (3) | 12/08/2019 | Common Stock | 36,000 | $ 9.84 (3) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 10 | 02/11/2011 | J(4) | 36,000 | (4) | 12/05/2018 | Common Stock | 36,000 | $ 9.5 (4) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 16.79 | 02/11/2011 | J(5) | 30,000 | (5) | 11/30/2017 | Common Stock | 30,000 | $ 2.71 (5) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 14.22 | 02/11/2011 | J(6) | 45,000 | 12/08/2010 | 12/08/2016 | Common Stock | 45,000 | $ 5.28 (6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 18 | 02/11/2011 | J(7) | 45,000 | (7) | 04/27/2016 | Common Stock | 45,000 | $ 1.5 (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 6.61 | 02/11/2011 | J(8) | 10,896 | 09/29/2008 | 09/29/2014 | Common Stock | 10,896 | $ 12.89 (8) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 4.32 | 02/11/2011 | J(9) | 43,584 | 09/29/2008 | 09/29/2014 | Common Stock | 43,584 | $ 15.18 (9) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 4.32 | 02/11/2011 | J(10) | 517,566 | 03/01/2008 | 03/01/2014 | Common Stock | 517,566 | $ 15.18 (10) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 1.08 | 02/11/2011 | J(11) | 7,411 | 02/03/2008 | 02/03/2014 | Common Stock | 7,411 | $ 18.42 (11) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 0.2 | 02/11/2011 | J(12) | 272,403 | 03/10/2007 | 03/10/2013 | Common Stock | 272,403 | $ 19.3 (12) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CALDARELLI O. JOE 811 HANSEN WAY PALO ALTO, CA 94303 |
X | CHIEF EXECUTIVE OFFICER | ||
| /s/ Amanda Mogin, Attorney in Fact | 02/15/2011 | |
| **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) | Disposed of pursuant to merger agreement between issuer and CPI International Acquisition, Inc. (formerly Catalyst Holdings, Inc.) in exchange for $19.50 per share in cash. Includes 12,000 restricted stock units that were granted under the issuer's 2006 Equity and Performance Incentive Plan and were previously reported on a Form 4 as acquired by the reporting person. |
| (2) | This option provided for vesting in four equal annual installments beginning on December 1, 2011. 25% of the option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $0.17 per option. The remaining 75% of the option was cancelled for no consideration. |
| (3) | This option provided for vesting in four equal annual installments beginning on December 8, 2010. The option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $9.84 per option. |
| (4) | This option provided for vesting in four equal annual installments beginning on December 5, 2009. The option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $9.50 per option. |
| (5) | This option provided for vesting in four equal annual installments beginning on November 30, 2008. The option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $2.71 per option. |
| (6) | This option provided for vesting in four equal annual installments beginning on December 8, 2007. The option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $5.28 per option. |
| (7) | This option provided for vesting in four equal annual installments beginning on April 27, 2008. The option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $1.50 per option. |
| (8) | This option provided for vesting in four equal annual installments beginning on September 29, 2005. The option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $12.89 per option. |
| (9) | This option provided for vesting in four equal annual installments beginning on September 29, 2005. The option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $15.18 per option. |
| (10) | This option provided for vesting in four equal annual installments beginning on March 1, 2005. The option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $15.18 per option. |
| (11) | This option provided for vesting in four equal annual installments beginning on February 3, 2005. The option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $18.42 per option. |
| (12) | This option provided for vesting in four equal annual installments beginning on March 10, 2004. The option was cancelled following the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $19.30 per option. |