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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 | ||||||||
| Incentive Stock Option | $ 2.5 | 11/28/2011 | D | 10,734 | 10/05/2005(1) | 10/05/2014 | Common Stock | 10,734 | $ 11.1 (15) | 0 | D | ||||
| Non-Qualified Stock Option | $ 2.5 | 11/28/2011 | D | 25,267 | 10/05/2005(2) | 10/05/2014 | Common Stock | 25,267 | $ 11.1 (15) | 0 | D | ||||
| Incentive Stock Option | $ 2.9 | 11/28/2011 | D | 26,240 | 12/09/2006(3) | 12/09/2015 | Common Stock | 26,240 | $ 10.7 (15) | 0 | D | ||||
| Non-Qualified Stock Option | $ 2.9 | 11/28/2011 | D | 3,761 | 12/09/2006(4) | 12/09/2015 | Common Stock | 3,761 | $ 10.7 (15) | 0 | D | ||||
| Incentive Stock Option | $ 3.55 | 11/28/2011 | D | 15,000 | 05/11/2007(5) | 05/10/2016 | Common Stock | 15,000 | $ 10.05 (15) | 0 | D | ||||
| Incentive Stock Option | $ 2.25 | 11/28/2011 | D | 30,000 | 02/06/2008(6) | 02/05/2017 | Common Stock | 30,000 | $ 11.35 (15) | 0 | D | ||||
| Incentive Stock Option | $ 4.2 | 11/28/2011 | D | 23,810 | 02/26/2009(7) | 02/25/2018 | Common Stock | 23,810 | $ 9.4 (15) | 0 | D | ||||
| Non-Qualified Stock Option | $ 4.2 | 11/28/2011 | D | 8,191 | 02/26/2009(8) | 02/25/2018 | Common Stock | 8,191 | $ 9.4 (15) | 0 | D | ||||
| Incentive Stock Option | $ 5.85 | 11/28/2011 | D | 20,000 | 05/15/2009(9) | 05/15/2018 | Common Stock | 20,000 | $ 7.75 (15) | 0 | D | ||||
| Incentive Stock Option | $ 3.15 | 11/28/2011 | D | 30,000 | 04/28/2010(10) | 04/24/2019 | Common Stock | 30,000 | $ 10.45 (15) | 0 | D | ||||
| Incentive Stock Option | $ 7.95 | 11/28/2011 | D | 19,382 | 03/24/2011(11) | 03/23/2020 | Common Stock | 19,382 | $ 5.65 (15) | 0 | D | ||||
| Non-Qualified Stock Option | $ 7.95 | 11/28/2011 | D | 1,618 | 03/24/2011(12) | 03/23/2020 | Common Stock | 1,618 | $ 5.65 (15) | 0 | D | ||||
| Incentive Stock Option | $ 11 | 11/28/2011 | D | 13,648 | 03/25/2012(13) | 03/24/2021 | Common Stock | 13,648 | $ 2.6 (15) | 0 | D | ||||
| Non-Qualified Stock Option | $ 11 | 11/28/2011 | D | 7,352 | 03/25/2012(14) | 03/24/2021 | Common Stock | 7,352 | $ 2.6 (15) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CAPOVILLA DENNIS C/O SOUTHWALL TECHNOLOGIES INC. 3788 FABIAN WAY PALO ALTO, CA 94303 |
X | OFFICER | ||
| /s/ Dennis F. Capovilla | 11/30/2011 | |
| **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) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 6, 2011, among the Registrant, Solutia Inc. and Backbone Merger Sub, Inc. |
| (2) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (3) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (4) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (5) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (6) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (7) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (8) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (9) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (10) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (11) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (12) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (13) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (14) | The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement. |
| (15) | The reporting person received cash consideration for the cancellation of the option pursuant to the Merger Agreement equal to the number of shares of the Registrant's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $13.60 in accordance with the Merger Agreement. |