|
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 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 4.18 | 12/01/2010 | A | 72,500 | (5) | 12/01/2020 | Common Stock | 72,500 | $ 0 | 72,500 | D | ||||
Stock Option (right to buy) | $ 1.74 | 12/02/2010 | M | 24,000 | (6) | 11/27/2019 | Common Stock | 24,000 | $ 0 | 129,400 | D | ||||
Stock Option (right to buy) | $ 1.74 | 12/03/2010 | M | 14,350 | (6) | 11/27/2019 | Common Stock | 14,350 | $ 0 | 115,050 | D | ||||
Stock Option (right to buy) | $ 0.88 | 12/03/2010 | M | 9,000 | (7)(8) | 07/25/2018 | Common Stock | 9,000 | $ 0 | 39,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OCAMPO CHRISTINE 101 ENTERPRISE, SUITE 300 ALISO VIEJO, CA 92656 |
Vice President, Finance |
/s/ Christine Ocampo | 12/03/2010 | |
**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) | Represents shares underlying Restricted Stock Units granted under the Issuer's 2005 Equity Incentive Plan that vest upon the satisfaction of certain performance milestones as follows: 50% of the underlying shares shall vest one year from achievement of the milestones and the remaining 50% of the underlying shares shall vest two years from achievement of the milestones. |
(2) | Not applicable. |
(3) | Includes previously reported shares of common stock underlying Restricted Stock Units granted to the Reporting Person, which are subject to certain vesting conditions. |
(4) | These shares are held by the Reporting Person's spouse, which are deemed beneficially owned by the Reporting Person. |
(5) | The option shall vest with respect to one-quarter of the underlying shares upon the first anniversary of December 1, 2010, and then with respect to the remaining shares quarterly thereafter over the next three years. |
(6) | The option vests with respect to one-quarter of the underlying shares upon the first anniversary of November 27, 2009, and then with respect to the remaining shares quarterly thereafter over the next three years. |
(7) | On July 25, 2008, the reporting person was granted an option to purchase up to 55,200 shares of common stock of the Issuer. The option vests and becomes exercisable following the achievement of certain performance goals relating to the clinical development of Zenvia, as follows: 55,200 shares will vest if the performance goals are met on or before December 31, 2008; 51,600 shares will vest if the performance goals are met between January 1 and February 15, 2009; 48,000 shares will vest if the performance goals are met between February 16 and March 31, 2009; 33,600 shares will vest if the performance goals are met between April 1 and June 30, 2009; and none of the shares will vest if the performance goals are met on or after July 1, 2009. Because the performance goals were met between February 16 and March 31, 2009, the reporting person was granted an option to purchase up to 48,000 shares of common stock of the Issuer. |
(8) | The option vested with respect to 6.25% of the underlying shares upon achievement of the performance goals and continues to vest with respect to 6.25% of the underlying shares on a quarterly basis over 15 quarters from the date of achievement of the performance goals. |