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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) | $ 18.6 | 10/21/2010 | D | 25,000 | (1) | 06/12/2019 | Common Stock | 25,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 22.67 | 10/21/2010 | D | 10,375 | (3) | 09/23/2019 | Common Stock | 10,375 | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SIBONI ROGER S C/O ARCSIGHT, INC. 5 RESULTS WAY CUPERTINO, CA 95014 |
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/s/ Tram T. Phi as attorney-in-fact for Roger S. Siboni | 10/25/2010 | |
**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) | The option vests and becomes exercisable as to 1/36th of the shares on July 13, 2009 and vests and becomes exercisable as to 1/36th of the shares at the end of each full month thereafter. All shares that were unvested and unexercisable became immediately vested and exercisable upon the acceptance of the tender offer (the "Tender Offer") contemplated by that certain Agreement and Plan of Merger by and among the Issuer, Hewlett-Packard Company and Priam Acquisition Corporation, dated as of September 13, 2010. |
(2) | In connection with acceptance of the Tender Offer, this option was cancelled in exchange for a cash payment to the Reporting Person equal to the number of shares of common stock underlying the option multiplied by the difference between the offer price per share of $43.50 and the exercise price per share of the option. |
(3) | The option is fully vested and exercisable. |
Remarks: Excludes 3,493,360 shares held by entities affiliated with Kleiner Perkins Caufield & Byers. Mr. Siboni is a limited partner in KPCB Holdings, Inc., as nominee; however, Mr. Siboni does not have voting or dispositive power with respect to these shares and disclaims beneficial ownership except to the extent of his pecuniary interest in these shares. |