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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McDonough Thomas M C/O SOURCEFIRE, INC. 9770 PATUXENT WOODS DRIVE COLUMBIA, MD 21046 |
President and COO |
/s/ Brian F. Leaf, attorney-in-fact | 02/25/2010 | |
**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) | Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $22.53 to $23.38 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(2) | Shares are held by The Revocable Trust of Thomas Michael McDonough u/a July 19, 2005, Thomas M. McDonough, Trustee. The reporting person has voting and investment control with respect to the shares held by the trust. |
(3) | Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $23.58 to $23.84 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(4) | This grant of restricted stock units was approved by the issuer's compensation committee on February 24, 2010, subject to the reporting person's execution of a restricted stock unit award agreement. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer. |
(5) | The shares underlying these restricted stock units are eligible for vesting in four equal annual installments beginning on February 24, 2011, the first anniversary of the grant date. Subject to the reporting person's continuous service with the issuer as of such date, the number of shares eligible for vesting on each vesting date will vest based upon the issuer's meeting or exceeding specified annual financial objectives set by the issuer's compensation committee for such year. In the event the financial objectives for a particular year are not achieved, then the shares that otherwise would have vested on such vesting date will vest on February 24, 2015, the fifth anniversary of the grant date, subject to the reporting person's continuous service with the issuer on such date. |
(6) | The shares underlying these restricted stock units vest in four equal annual installments beginning on February 24, 2011, subject to the reporting person's continuous service with the issuer as of the vesting date. |
Remarks: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2009, as amended on August 21, 2009. |