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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 33.38 | 12/17/2004 | A | 250,000 | 12/17/2005(4) | 12/17/2011 | Common Stock | 250,000 | $ 0 | 250,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 35.049 | 12/17/2004 | A | 400,000 | 12/17/2005(5) | 12/17/2011 | Common Stock | 400,000 | $ 0 | 400,000 | D | ||||
| Incentive Stock Option (right to buy) | $ 7.6719 | 10/30/1999 | 10/30/2005 | Common Stock | 16,288 | 16,288 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 74.188 | 12/29/2001 | 12/29/2007 | Common Stock | 2,694 | 2,694 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 7.6719 | 10/30/1999 | 10/30/2005 | Common Stock | 65,409 | 65,409 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 10.08 | 05/24/2003(6) | 05/24/2009 | Common Stock | 600,000 | 600,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 12.3125 | 12/15/1999 | 12/15/2005 | Common Stock | 400,000 | 400,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 12.7813 | 12/18/1999 | 12/18/2005 | Common Stock | 800,000 | 800,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 15.87 | 10/29/2004(7) | 10/29/2010 | Common Stock | 690,717 | 690,717 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 22.71 | 02/21/2003(6) | 02/21/2009 | Common Stock | 600,000 | 600,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 37.0625 | 07/30/2000 | 07/30/2006 | Common Stock | 400,000 | 400,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 59.4 | 10/02/2001(8) | 05/02/2008 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 74.188 | 12/29/2001 | 12/29/2007 | Common Stock | 97,306 | 97,306 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 55.94 | 08/01/2002(9) | 08/01/2008 | Common Stock | 1,225,000 | 1,225,000 | I | By Boutari Ventures | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCLAVOS STRATTON D 487 EAST MIDDLEFIELD ROAD MOUNTAIN VIEW, CA 94043 |
X | Chairman, President & CEO | ||
| By: Donald T Rozak Jr, as attorney-in-fact For: Stratton D. Sclavos | 12/21/2004 | |
| **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) | On 12/17/2004, Mr. Sclavos was awarded 25,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one (1) share of VeriSign common stock once vested. The award vests 100% on the second anniversary from the date of grant. Once fully vested, one-third (1/3) of the total shares cannot be sold for an additional one year period. |
| (2) | On 12/17/2004, Mr. Sclavos was awarded 100,000 restricted stock units (RSUs). Each restricted stock unit represents a contingent right to receive one (1) share of VeriSign common stock once vested. Ten percent (10%) of the total RSUs granted vest and become exercisable on the first anniversary of the date of grant, twenty percent (20%) of the total RSUs granted vest and become exercisable on the second anniversary of the date of grant, thirty percent (30%) of the total RSUs granted vest and become exercisable on the third anniversary of the date of grant, and forty percent (40%) of the total RSUs granted vest and become exercisable on the fourth anniversary of the date of grant. |
| (3) | Shares held of record by the Sclavos 1990 Revocable Trust of which Mr. Sclavos and Jody Sclavos, his wife, are co-trustees. |
| (4) | Twenty-five percent (25%) of the total options granted vest and become exercisable one year after the date of grant and thereafter with respect to 6.25% of the shares each quarter until fully vested. |
| (5) | Ten percent (10%) of the total options granted vest and become exercisable on the first anniversary of the date of grant, twenty percent (20%) of the total options granted vest and become exercisable on the second anniversary of the date of grant, thirty percent (30%) of the total options granted vest and become exercisable on the third anniversary of the date of grant, and forty percent (40%) of the total options granted vest and become exercisable on the fourth anniversary of the date of grant. |
| (6) | Twenty-five percent (25%) of the total options granted vest and become exercisable one year after the date of grant and thereafter with respect to 6.25% of the shares each quarter until fully vested. |
| (7) | Are exercisable as to 6.25% of the shares each quarter from the date of grant. |
| (8) | Options vest 25% on October 2, 2001, and thereafter with respect to 6.25% of the shares each quarter for a total of 25% each 12 month period. |
| (9) | Options vest 25% on November 1, 2001, and thereafter with respect to 6.25% of the shares each quarter for a total of 25% each 12 month period. |
| Remarks: Reporting Person's total direct holdings disclosed in Table I, Item 5 under Amount of Securities Beneficially Owned Following Reported Transaction(s) includes shares acquired through the VeriSign 1998 Employee Stock Purchase Plan. | |