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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 | ||||||||
RESTRICTED STOCK UNIT | $ 0 | 01/05/2011 | D | 27,500 | (2) | (2) | COMMON STOCK | 55,000 | (2) | 27,500 | D | ||||
RESTRICTED STOCK UNIT | (3) | 01/05/2011 | D | 27,500 | (4) | (4) | COMMON STOCK | 55,000 | $ 0 | 0 | D | ||||
RESTRICTED STOCK UNIT | $ 0 | 01/05/2011 | D | 27,500 | (2) | (2) | COMMON STOCK | 55,000 | (2) | 27,500 | D | ||||
RESTRICTED STOCK UNIT | (3) | 01/05/2011 | D | 27,500 | (4) | (4) | COMMON STOCK | 55,000 | $ 0 | 0 | D | ||||
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 2.21 | 01/05/2011 | D | 24,504 | (5) | 02/17/2019 | COMMON STOCK | 24,504 | (6) | 0 | D | ||||
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 2.21 | 01/05/2011 | D | 104,871 | (5) | 02/17/2019 | COMMON STOCK | 104,871 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McIntyre Nancy P. ONE MAIN STREET CAMBRIDGE, MA 02142 |
SVP OF MARKETING |
/s/ Jeffrey T. Kowalski, by Power of Attorney | 01/06/2011 | |
**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) | Pursuant to the Agreement and Plan of Merger between Art Technology Group, Oracle Corporation and Amsterdam Acquisition Sub Corporation dated November 2, 2010 (the "Merger Agreement"), each share of Art Technology Group common stock was exchanged for $6.00 in cash, without interest and less any applicable withholding taxes. |
(2) | Pursuant to the terms of a change in control agreement between the issuer and the reporting person, 50% of the restricted stock units accelerated and became fully vested as of the closing of the merger and were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes. |
(3) | Pursuant to the Merger Agreement, each unvested restricted stock unit was assumed by Oracle Corporation and converted into a restricted stock unit for 0.1909 shares of Oracle Corporation common stock. |
(4) | The restricted stock units assumed by Oracle Corporation will continue to vest in equal annual installments. |
(5) | Pursuant to an agreement between the issuer and the reporting person, 50% of the unvested stock options held by the reporting person as of the closing of the merger accelerated and became fully vested. The remaining unvested stock options under this award are exercisable at a rate of 6.25% per quarter. |
(6) | Pursuant to the Merger Agreement, the stock option was assumed by Oracle in the merger and replaced with an option to purchase 4,677 shares of Oracle common stock for $11.58 per share. |
(7) | Pursuant to the Merger Agreement, the stock option was assumed by Oracle in the merger and replaced with an option to purchase 20,019 shares of Oracle common stock for $11.58 per share. |