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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 | 75,000 | (2) | (2) | COMMON STOCK | 300,000 | (2) | 0 | D | ||||
RESTRICTED STOCK UNIT | $ 0 | 01/05/2011 | D | 100,000 | (3) | (3) | COMMON STOCK | 200,000 | (3) | 0 | D | ||||
RESTRICTED STOCK UNIT | $ 0 | 01/05/2011 | D | 103,500 | (4) | (4) | COMMON STOCK | 138,000 | (4) | 0 | D | ||||
RESTRICTED STOCK UNIT | $ 0 | 01/05/2011 | D | 112,500 | (3) | (3) | COMMON STOCK | 150,000 | (3) | 0 | D | ||||
RESTRICTED STOCK UNIT | $ 0 | 01/05/2011 | D | 30,000 | (3) | (3) | COMMON STOCK | 40,000 | (3) | 0 | D | ||||
RESTRICTED STOCK UNIT | $ 0 | 01/05/2011 | D | 125,000 | (3) | (3) | COMMON STOCK | 125,000 | (3) | 0 | D | ||||
RESTRICTED STOCK UNIT | $ 0 | 01/05/2011 | D | 125,000 | (3) | (3) | COMMON STOCK | 125,000 | (3) | 0 | D | ||||
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 3.66 | 01/05/2011 | D | 39,822 | (5) | 03/24/2018 | COMMON STOCK | 39,882 | (6) | 0 | D | ||||
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 3.66 | 01/05/2011 | D | 35,178 | (5) | 03/24/2018 | COMMON STOCK | 35,178 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BURKE ROBERT D ONE MAIN STREET CAMBRIDGE, MA 02142 |
X | President and CEO |
/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) | In connection with the achievement of certain performance goals by the issuer during 2010, 50,000 of the restricted stock units became fully vested. Pursuant to the terms of an employment agreement between the issuer and the reporting person, the remaining unvested restricted stock units accelerated and became fully vested as of the closing of the merger. All of the vested restricted stock units were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes. |
(3) | Pursuant to the terms of an employment agreement between the issuer and the reporting person, all of the unvested restricted stock units accelerated and became fully vested as of the closing of the merger. All of the vested restricted stock units were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes. |
(4) | In connection with the achievement of certain performance goals by the issuer during 2010, all of the restricted stock units became fully vested. As of the closing of the merger, all of the vested restricted stock units were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes. |
(5) | Pursuant to the terms of an employment agreement between the issuer and the reporting person, the option became fully vested as of the closing of the merger. |
(6) | Pursuant to the Merger Agreement, the stock option was assumed by Oracle in the merger and replaced with an option to purchase 7,602 shares of Oracle common stock for $19.17 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 6,715 shares of Oracle common stock for $19.17 per share. |