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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)
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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) | ||
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ZAFIROPOULO ARTHUR W 3050 ZANKER ROAD SAN JOSE, CA 95134 |
X | Chairman of the Board and CEO | ||
| By: Cathy Lewis, Attorney-in-Fact For: Art Zafiropoulo | 10/24/2012 | |
| ** Signature of Reporting Person |
Date
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| * | 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 restricted stock units (RSUs) awarded under the Issuer's 1993 Stock Option/Stock Issuance Plan. Each RSU will entitle the Reporting Person to one share of the Issuer's common stock upon the designated issuance date following the vesting of that RSU. The RSUs will vest in a series of fifty successive equal monthly installments upon the Reporting Person's completion of each month of service with the Issuer over the fifty-month period measured from January 1, 2012. The shares underlying the RSUs that vest each year will be issued on January 31 of the following year (or in March 2016 for the two monthly installments that vest in that year) or, if earlier, upon the Reporting Person's seperation from service. The RSUs will vest in full on an accelerated basis, and the underlying shares of the Issuer's common stock will become immediately issuable, upon certain changes in ownership or upon the Reporting Person's termination of service with the Issuer under certain circumstances. |
| (2) | Includes (i) 52,000 shares subject to RSUs vest in a series of 26 successive equal monthly installments upon completion of each month of service over 26-month period measured from 1/1/2012 and issued on January 31 following the year they vest (or in March 2014 for the 2 monthly installments vest in that year), (ii) 114,000 shares subject to RSUs vest in a series of 38 successive equal monthly installments upon completion of each month of service over 38-month period measured from 1/1/2012 and issued on January 31 following the year they vest (or in March 2015 for the 2 monthly installments vest in that year), (iii) 80,000 shares subject to RSUs vest in a series of 50 successive equal monthly installments upon completion of each month of service over 50-month period measured from 1/1/2012 and issued on January 31 following the year they vest (or in March 2016 for the 2 monthly installments vest in that year), and (iv) 40,000 shares subject to the RSU award reported on this Form 4. |