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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) | $ 2.61 | 04/12/2010 | D | 400,000 | (3) | 05/06/2015 | Common Stock | 400,000 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 4 | 04/12/2010 | D | 180,000 | (5) | 08/07/2016 | Common Stock | 180,000 | (6) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 4.28 | 04/12/2010 | D | 500,000 | (7) | 07/03/2014 | Common Stock | 500,000 | (8) | 0 | D | ||||
Performance Shares | (9) | 04/12/2010 | A | 90,000 | (10) | (11) | Common Stock | 90,000 | $ 0 | 90,000 | D | ||||
Performance Shares | (9) | 04/12/2010 | D | 90,000 | (10) | (11) | Common Stock | 90,000 | (12) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZAGER JAY 350 CAMPUS DRIVE MARLBOROUGH, MA 01752-3064 |
EVP & CFO |
By: Stacy Romain, Attorney-In-Fact For: /s/ Jay Zager | 04/14/2010 | |
**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) | Includes 4,000 shares acquired on March 31, 2010 and 252 shares acquired on April 9, 2010 pursuant to the 3Com ESPP and 187,500 shares of restricted stock. |
(2) | Pursuant to the Merger Agreement between the Issuer and Hewlett-Packard Company ("HP") dated November 11, 2009 (the "Merger Agreement"), each share of COMS common stock will be exchanged for $7.90 in cash and each share of COMS restricted common stock will be assumed by HP and converted into 27,645 shares of HP restricted common stock. |
(3) | The option vests in four equal semi-annual installments beginning on November 6, 2008. |
(4) | Pursuant to the Merger Agreement, the 100,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 14,744 shares of HP common stock at an exercise price of $17.71 per share, and the 300,000 vested shares subject to the option will be cancelled in exchange for a cash payment for each share equal to the excess of $7.90 over the per share exercise price of the option. |
(5) | The option vests on August 7, 2012, subject to performance-based acceleration. |
(6) | Pursuant to the Merger Agreement, the option will be assumed by HP and converted into an option to purchase 26,539 shares of HP common stock at an exercise price of $27.13 per share. |
(7) | The option vests in four equal annual installments beinning on July 3, 2008. |
(8) | Pursuant to the Merger Agreement, the 250,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 36,860 shares of HP common stock at an exercise price of $29.03 per share, and the 250,000 vested shares subject to the option will be cancelled in exchange for a cash payment for each share equal to the excess of $7.90 over the per share exercise price of the option. |
(9) | Each performance-based restricted stock unit (the "PRSU") represents a contingent right to receive one share of COMS common stock. In accordance with the terms of the PRSU agreement, the performance metrics will be deemed met at target levels upon the effectiveness of the merger. |
(10) | The PRSUs will be deemed earned at target upon the effectiveness of the merger and will subsequently vest in three equal annual installments beginning on August 7, 2010. |
(11) | Not applicable. |
(12) | Pursuant to the Merger Agreement, the PRSU's will be assumed by HP and converted into 13,269 HP restricted stock units. |