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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 | ||||||||
Common Stock | $ 0 | 07/26/2012 | D | 23,470 | (1) | 03/31/2014 | Common Stock | 23,470 | $ 0 (1) | 0 | D | ||||
Option to Purchase | $ 1.65 | 07/26/2012 | D | 5,606 | (2) | 03/09/2017 | Common Stock | 5,606 | $ 10.35 (2) | 0 | D | ||||
Option to Purchase | $ 1.65 | 07/26/2012 | D | 18,778 | (3) | 03/09/2017 | Common Stock | 18,778 | $ 0 (3) | 0 | D | ||||
Option to Purchase | $ 2.47 | 07/26/2012 | D | 8,408 | (4) | 11/30/2017 | Common Stock | 8,408 | $ 9.53 (4) | 0 | D | ||||
Option to Purchase | $ 2.47 | 07/26/2012 | D | 28,166 | (3) | 11/30/2017 | Common Stock | 28,166 | $ 0 (3) | 0 | D | ||||
Option to Purchase | $ 5.19 | 07/26/2012 | D | 60,000 | (5) | 06/05/2019 | Common Stock | 60,000 | $ 6.81 (5) | 0 | D | ||||
Option to Purchase | $ 3.9 | 07/26/2012 | D | 30,000 | (6) | 05/12/2021 | Common Stock | 30,000 | $ 8.1 (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEWIS ROBERT C 2002 SUMMIT BOULEVARD SUITE 1800 ATLANTA, GA 30319 |
General Counsel and Secretary |
/s/ Robert C. Lewis | 07/27/2012 | |
**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) | Pursuant to the Agreement and Plan of Merger, dated as of June 1, 2012, by and among the Company, Verizon Communications Inc. and Verizon Telematics Inc. (the "Merger Agreement"), these shares of common stock, which were held in escrow to be released to the Reporting Person upon the achievement of certain target trading prices of the Company's common stock prior to March 31, 2014, were cancelled without consideration. |
(2) | Pursuant to the Merger Agreement, this option, which vested in two equal installments on each of August 1, 2008 and August 1, 2009, was cancelled in exchange for a cash payment of $10.35 per share representing the difference between the exercise price of the option and the $12.00 per share merger consideration. |
(3) | Pursuant to the Merger Agreement, this option, which provided for vesting upon the achievement of certain target trading prices of the Company's common stock prior to March 31, 2014, was cancelled without consideration. |
(4) | Pursuant to the Merger Agreement, this option, which vested as to 6,306 shares in three equal installments on each of November 30, 2008, November 30, 2009 and November 30, 2010 and 2,102 shares on November 1, 2011 upon the signing of an agreement with Volkswagen Group of America, was cancelled in exchange for a cash payment of $9.53 per share representing the difference between the exercise price of the option and the $12.00 per share merger consideration. |
(5) | Pursuant to the Merger Agreement, this option, which vested as to 30,000 shares on June 5, 2011 and 15,000 shares on each of June 5, 2012 and July 26, 2012, was cancelled in exchange for a cash payment of $6.81 per share representing the difference between the exercise price of the option and the $12.00 per share merger consideration. |
(6) | Pursuant to the Merger Agreement, this option, which vested on July 26, 2012, was cancelled in exchange for a cash payment of $8.10 per share representing the difference between the exercise price of the option and the $12.00 per share merger consideration. |