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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 | ||||||||
Employee Stock Option | $ 1.15 | 05/16/2011 | D | 272,000 | 08/20/2003 | 08/20/2011 | Common Stock | 272,000 | (3) | 100,000 | D | ||||
Employee Stock Option | $ 8.12 | 05/16/2011 | D | 100,000 | 05/02/2008 | 05/02/2018 | Common Stock | 100,000 | (3) | 0 | D | ||||
Employee Stock Option | $ 15.21 | 05/16/2011 | D | 35,000 | 10/26/2008 | 10/26/2014 | Common Stock | 35,000 | (4) | 12,812 | I | By spouse. | |||
Employee Stock Option | $ 12.74 | 05/16/2011 | D | 7,812 | 01/02/2008 | 01/02/2014 | Common Stock | 7,812 | (4) | 5,000 | I | By spouse. | |||
Employee Stock Option | $ 10.39 | 05/16/2011 | D | 5,000 | 07/19/2006 | 07/19/2014 | Common Stock | 5,000 | (3) | 0 | I | By spouse. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KLAUS L GEORGE 18200 VON KARMAN AVENUE, SUITE 1000 IRVINE, CA 92612 |
X | Chairman, President & CEO |
/s/John D. Ireland, Attorney in Fact | 05/18/2011 | |
**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) | Private sale to Element Merger Sub,. Inc. ("Element") for $12.50 per share pursuant to the terms of a Non-Tender and Support Agreement between the reporting person and Element and in connection with the merger agreement between issuer, Element and Eagle Parent, Inc. |
(2) | In an exempt disposition to the issuer under rule 16b-3(e), the issuer exercised its right of repurchase on the restricted shares indicated herein. |
(3) | This option, which was fully vested at the time of disposition, was cancelled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the $12.50 per share merger price. |
(4) | This option, which was fully vested at the time of disposition, was cancelled in the merger. |