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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 (right to buy) | $ 9.07 | 03/10/2006 | D(2) | 11,026 | 03/10/2006(3) | 08/14/2012 | Common Stock | 11,026 | $ 14.93 | 0 | D | ||||
| Incentive Stock Option (right to buy) | $ 14.66 | 03/10/2006 | D(2) | 1,667 | 03/10/2006(4) | 02/19/2013 | Common Stock | 1,667 | $ 9.34 | 0 | D | ||||
| Incentive Stock Option (right to buy) | $ 19.3 | 03/10/2006 | D(2) | 3,915 | 03/10/2006(5) | 09/10/2013 | Common Stock | 3,915 | $ 4.7 | 0 | D | ||||
| Incentive Stock Option (right to buy) | $ 21.08 | 03/10/2006 | D(2) | 18,972 | 07/20/2005 | 07/20/2011 | Common Stock | 18,972 | $ 2.92 | 0 | D | ||||
| Incentive Stock Option (right to buy) | $ 22.67 | 03/10/2006 | D(2) | 2,709 | 03/10/2006(6) | 02/18/2014 | Common Stock | 2,709 | $ 1.33 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 9.07 | 03/10/2006 | D(2) | 17,100 | 03/10/2006(3) | 08/14/2012 | Common Stock | 17,100 | $ 14.93 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 13.55 | 03/10/2006 | D(2) | 10,000 | 08/15/2005 | 08/15/2011 | Common Stock | 10,000 | $ 10.45 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 14.66 | 03/10/2006 | D(2) | 28,333 | 03/10/2006(4) | 02/19/2013 | Common Stock | 28,333 | $ 9.34 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 19.3 | 03/10/2006 | D(2) | 181,085 | 03/10/2006(5) | 09/10/2013 | Common Stock | 181,085 | $ 4.7 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 21.08 | 03/10/2006 | D(2) | 301,028 | 07/20/2005 | 07/20/2011 | Common Stock | 301,028 | $ 2.92 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 22.52 | 03/10/2006 | D(2) | 100,000 | 03/10/2006(7) | 02/24/2015 | Common Stock | 100,000 | $ 1.48 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 22.67 | 03/10/2006 | D(2) | 62,291 | 03/10/2006(6) | 02/18/2014 | Common Stock | 62,291 | $ 1.33 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ELLIS L EVAN JR 2755 CAMPUS DRIVE, 3RD FLOOR SAN MATEO, CA 94403-2538 |
Sr VP of Worldwide Ops | |||
| L. EVAN ELLIS, JR. | 03/16/2006 | |
| **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) | In connection with the merger of Spyglass Merger Corp. with and into the Issuer, shares of the Issuer's common stock were converted into the right to receive $24.00 per share in cash, without interest. |
| (2) | These options were tendered by the Reporting Person to the Issuer in connection with the Offer to Purchase from Eligible Employees All Outstanding Eligible Options to Purchase Common Stock for Cash (such Offer, an exhibit to the Schedule TO initially filed by the Issuer with the Commission on 2/2/06), which Offer expired on 3/10/06. All tendered options were cancelled and the Issuer paid to the Reporting Person with respect to all of the options tendered a cash amount equal to the greater of the following, less any applicable tax withholdings, (i) the aggregate "spread value" of all of such options tendered by such holder, with the spread value for such option being equal to the product of (x) the excess, if any, of $24.00 per share over the per share exercise price of such option multiplied by (y) the number of shares of the Issuer's common stock issuable upon exercise of such option and (ii) $500. |
| (3) | Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 8/14/03 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 8/14/03 until 8/14/06, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable. |
| (4) | Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 2/19/04 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 2/19/04 until 2/19/07, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable. |
| (5) | Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 9/10/04 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 9/10/04 until 9/10/07, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable. |
| (6) | Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 2/18/05 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 2/18/05 until 2/18/08, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable. |
| (7) | Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 2/24/06 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 2/24/06 until 2/24/09, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable. |