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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 | ||||||||
| Employee Stock Option (right to buy) | $ 48 | 12/18/2007 | D(1) | 50,000 | (1) | 12/31/2013 | Common Stock | 50,000 | (1) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 48 | 12/18/2007 | A(1) | 50,000 | (1) | 12/31/2013 | Common Stock | 50,000 | (1) | 50,000 | D | ||||
| Employee Stock Option (right to buy) | $ 65.81 | 12/18/2007 | D(2) | 6,000 | (2) | 02/17/2015 | Common Stock | 6,000 | (2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 65.81 | 12/18/2007 | A(2) | 6,000 | (2) | 02/17/2015 | Common Stock | 6,000 | (2) | 6,000 | D | ||||
| Employee Stock Option (right to buy) | $ 40.95 | 12/18/2007 | D(3) | 30,000 | (3) | 09/02/2015 | Common Stock | 30,000 | (3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 40.95 | 12/18/2007 | A(3) | 30,000 | (3) | 09/02/2015 | Common Stock | 30,000 | (3) | 30,000 | D | ||||
| Employee Stock Option (right to buy) | $ 33.86 | 12/18/2007 | D(4) | 16,215 | (4) | 02/23/2017 | Common Stock | 16,215 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 33.86 | 12/18/2007 | A(4) | 16,215 | (4) | 02/23/2017 | Common Stock | 16,215 | (4) | 16,215 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rastogi Sharad 1825 OAK AVENUE MENLO PARK, CA 94025 |
VP of Corporate Development | |||
| /s/ John S. LaMountain as Power of Attorney for Sharad Rastogi | 12/20/2007 | |
| **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 two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on December 31, 2003 and provides for vesting as follows: 12.5% of the shares vest on the date that is six (6) months after the Grant Date; the remaining shares vest in forty-two (42) equal monthly installments beginning on the date that is seven (7) months after the Grant Date. |
| (2) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 17, 2005 and provided for vesting as follows: 12.5% of the shares vest on the date that is six (6) months after the Grant Date; the remaining shares vest in forty-two (42) equal monthly installments beginning on the date that is seven (7) months after the Grant. On October 26, 2005, the Company's Board of Directors approved a partial acceleration of the vesting of this option so that this option became exercisable as to an additional number of shares equal to the number that would have been exercisable as of December 31, 2007. |
| (3) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on September 2, 2005 and provides for vesting as follows: 12.5% of the shares vest on the date that is six (6) months after the Grant Date; the remaining shares vest in forty-two (42) equal monthly installments beginning on the date that is seven (7) months after the Grant Date. |
| (4) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 23, 2007 and provides for vesting as follows: 12.5% of the shares vest on the date that is six (6) months after the Grant Date; the remaining shares vest in forty-two (42) equal monthly installments beginning on the date that is seven (7) months after the Grant Date. |
| Remarks: All of the items reported on this form involve the amendment of outstanding options as a result of the Reporting Person entering into new executive employment and change-in-control agreements with the Issuer providing for an extension of the post-termination exercise period upon specified terminations of employment. The option amounts reported on this form do not reflect exercises under the old option prior to the date of the deemed cancellation. | |