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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 | ||||||||
Stock Option (Right to Buy) | $ 10.77 | 08/28/2009 | A | 174,825 | (1) | 08/28/2016 | Common Stock | 174,825 | $ 0 | 174,825 | D | ||||
Stock Option (Right to Buy) | $ 10.77 | 08/28/2009 | A | 19,425 | (2)(3) | 08/28/2016 | Common Stock | 19,425 | $ 0 | 19,425 | D | ||||
Stock Option (Right to Buy) | $ 10.77 | 08/28/2009 | A | 116,550 | (4) | 08/28/2016 | Common Stock | 116,550 | $ 0 | 116,550 | D | ||||
Restricted Stock Unit (RSU) | $ 0 (5) | 08/28/2009 | A | 77,700 | (6) | 08/28/2012 | Common Stock | 77,700 | $ 0 | 77,700 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GECHT GUY 303 VELOCITY WAY FOSTER CITY, CA 94404 |
X | Chief Executive Officer |
/s/ GUY GECHT | 08/28/2009 | |
**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) | This is a performance-based award. The vesting of these options will be determined based on the price of the issuer's common stock, as measured by the average per-share closing price over a period of 20 consecutive trading days (the "average stock price"), attaining specified levels of appreciation over the per-share closing stock price on the date of grant, or $10.77 (the "grant date stock price"), according to the following schedule: 25% of these options will vest when the average stock price equals or exceeds $16.16 (150% of the grant date stock price); 25% of these options will vest when the average stock price equals or exceeds $18.85 (175% of the grant date stock price); 25% of these options will vest when the average stock price equals or exceeds $21.54 (200% of the grant date stock price); and 25% of these options will vest when the average stock price equals or exceeds $24.23 (225% of the grant date stock price). |
(2) | This is a performance-based award. The vesting of these options will be determined based on the issuer's annual return on equity percentage, on a non-GAAP basis, (the "Annual ROE Percentage"), as compared with the issuer's annual return on equity percentage for its 2008 fiscal year (the "2008 ROE Percentage") according to the following schedule: 20% of these options will vest when the Annual ROE Percentage is equal to or greater than two percentage points more than the 2008 ROE Percentage; 20% of these options will vest when the Annual ROE Percentage is equal to or greater than four percentage points more than the 2008 ROE Percentage; 20% of these options will vest when the Annual ROE Percentage is equal to or greater than six percentage points more than the 2008 ROE Percentage; (Continued to footnote 3) |
(3) | 20% of these options will vest when the Annual ROE Percentage is equal to or greater than eight percentage points more than the 2008 ROE Percentage; and 20% of these options will vest when the Annual ROE Percentage is equal to or greater than ten percentage points more than the 2008 ROE Percentage. |
(4) | These options will vest and become exercisable with respect to 25% of the award on the first anniversary of the date of grant and thereafter with respect to an additional 2.5% of the award each month, with full vesting in 42 months. |
(5) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
(6) | The restricted stock unit award will vest with respect to one-third of the award on the first, second and third anniversaries of the date of grant. |