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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) | $ 20.8125 | 03/12/2001(1) | 03/12/2011 | Common Stock | 10,000 | 10,000 | D | ||||||||
Options (rights to buy) | $ 21.77 | 04/15/2002(2) | 04/15/2012 | Common Stock | 40,000 | 40,000 | D | ||||||||
Options (rights to buy) | $ 27.25 | 03/07/2003(2) | 03/07/2013 | Common Stock | 55,000 | 55,000 | D | ||||||||
Options (rights to buy) | $ 40.98 | 02/05/2004(2) | 02/05/2014 | Common Stock | 30,000 | 30,000 | D | ||||||||
Options (rights to buy) | $ 28.96 | 08/19/2004(3) | 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 | 11,500 | 11,500 | D | ||||||||
Performance-share award with Market Conditions | $ 14.97 | 01/22/2009 | M | 8,938 | 01/22/2008(5) | 02/19/2018 | Common Stock | 8,938 | $ 0 | 13,406 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PERRY CHARLES D 1512 PALISADES POINTE LANE AUSTIN, TX 78738 |
EVP & MSD GM |
Rickard K. Hempstead Attorney-in-Fact for Charles Perry | 01/26/2009 | |
**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, 25% exercisable on March 12, 2002 and in 12 equal quarterly installments thereafter. |
(2) | Grant date, 25% vests after 6 months and in 10 equal quarterly installments thereafter. Vesting of unvested options (priced greater than $25.00) accelerated and became 100% vested on December 25, 2005. |
(3) | Grant date, 100% vests on December 31, 2005. |
(4) | Includes time-based and performance-based (now deemed earned) restricted shares awarded on April 27, 2007, and February 19, 2008. 11,863 shares vest on January 1, 2010, and 7,562 shares vest on January 1, 2011. This also includes 13,000 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) | Earned Date; These are Performance Shares granted on February 19, 2008 now deemed earned at fifty percent. 2,980 shares will vest on January 22, 2009 with the remaining two-thirds vesting in equal amounts on January 1, 2010 and January 1, 2011. |
(6) | These are Market-Condition based Performance Shares granted on February 19, 2008 now deemed earned at fifty percent. 2,980 shares will vest on January 22, 2009 with the remaining two-thirds vesting in equal amounts on January 1, 2010 and January 1, 2011. |
(7) | 789 shares were withheld as payment for taxes at the release of restricted shares on January 22, 2009. |