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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 | ||||||||
Options (rights to buy) | $ 52.4375 | 09/18/2000(1) | 09/18/2010 | Common Stock | 100,000 | 100,000 | D | ||||||||
Options (rights to buy) | $ 21.77 | 04/15/2002(2) | 04/15/2012 | Common Stock | 76 | 76 | D | ||||||||
Options (rights to buy) | $ 27.25 | 03/07/2003(2) | 03/07/2013 | Common Stock | 40,000 | 40,000 | D | ||||||||
Options (rights to buy) | $ 40.98 | 02/05/2004(2) | 02/05/2014 | Common Stock | 30,000 | 30,000 | D | ||||||||
Option (rights to buy) | $ 28.96 | 08/19/2004(2) | 08/19/2014 | Common Stock | 10,000 | 10,000 | D | ||||||||
Options (rights to buy) | $ 26.14 | 06/30/2005(3) | 06/30/2015 | Common Stock | 8,500 | 8,500 | D | ||||||||
Performance-Share Award with Market Conditions | $ 14.97 | 02/19/2008(5) | 02/19/2018 | Common Stock | 9,629 | 9,629 | D | ||||||||
Performance-share award with Market Conditions | $ 0 | 06/26/2009 | A | 35,156 | 06/26/2009(7) | 06/26/2019 | Common Stock | 35,156 | $ 0 | 35,156 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SARACINO SAMUEL F 9911 WILLOWS ROAD N.E. REDMOND, WA 98052 |
Exec VP of Legal and Corp |
Richard K. Hempstead Attorney-in-Fact for Samuel F. Saracino | 10/27/2009 | |
**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) | Grant date, 15% vests every six months for the first 12 months, 6.25% vests quarterly for the following 24 months and 5% vests quarterly for the remaining 12 months. |
(2) | Grant date, 25% vests after 6 months and in 10 equal quarterly installments thereafter. The vesting of the unvested options priced at higher then $25.00 vested on December 25, 2005. |
(3) | Grant date, 100% vests on December 31, 2005. |
(4) | Includes 44,945 time-based and performance-based (now deemed earned). 16,515 shares vest in Quarter 1 of 2010, 12,930 shares vest in Quarter 1 of 2011, and 7,500 shares vest in Quarter 1 of 2012. This also includes 8,000 shares of restricted stock units granted on July 14, 2008. These shares vest on the earlier of the first anniversary of the grant date or the closing price of Avocent's common stock being at or above a specified level for each trading day during any consecutive 30 calendar day period. |
(5) | Grant date; These are performance-shares awards with market conditions tied to company stock price to be earned over a two year period. If earned, the shares will vest over a three year period beginning January 1, 2009. |
(6) | These are time-based restricted shares granted on June 26, 2009. These shares vest equally over three years, one-third on February 8, 2010, one-third on February 8, 2011, and one-third on February 8, 2012. |
(7) | Grant date; These are performance-shares awards with market conditions tied to company stock price to be earned over a two year period. If earned, the shares will vest over a three year period beginning February 8, 2010. |