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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 Option (right to buy) | $ 1.58 | 04/21/2011 | D | 100,000 | (3) | 03/31/2015 | Common Stock | 100,000 | (3) | 0 | D | ||||
Stock Option (right to buy) | $ 2.48 | 04/21/2011 | D | 50,000 | (3) | 06/14/2020 | Common Stock | 50,000 | (3) | 0 | D | ||||
Stock Option (right to buy) | $ 1.45 | 04/21/2011 | D | 50,000 | (3) | 02/23/2016 | Common Stock | 50,000 | (3) | 0 | D | ||||
Stock Option (right to buy) | $ 5.5 | 04/21/2011 | D | 50,000 | (4) | 03/21/2017 | Common Stock | 50,000 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 4.39 | 04/21/2011 | D | 40,000 | (3) | 06/10/2014 | Common Stock | 40,000 | (3) | 0 | D | ||||
Stock Option (right to buy) | $ 2.55 | 04/21/2011 | D | 20,000 | (3) | 09/20/2014 | Common Stock | 20,000 | (3) | 0 | D | ||||
Stock Option (right to buy) | $ 2.44 | 04/21/2011 | D | 40,000 | (3) | 01/04/2015 | Common Stock | 40,000 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Clayman Mark C/O NAVISITE, INC. 400 MINUTEMAN ROAD ANDOVER, MA 01810 |
SVP of Enterprise Sales |
/s/ Thomas B. Rosedale (Pursuant to Power of Attorney) | 04/25/2011 | |
**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) | In connection with the closing of the merger, pursuant to the Merger Agreement among Time Warner Cable Inc., Avatar Merger Sub Inc. and the Issuer dated February 1, 2011, each share of Issuer common stock was exchanged for $5.50 in cash. |
(2) | Unvested performance based restricted stock awards which were forfeited to the Issuer for no consideration upon the closing of the merger. |
(3) | Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $5.50 per share minus the exercise price of the option per share. |
(4) | This option was cancelled upon closing of the merger without cash payment because the per share exercise price of such option was equal to $5.50. |