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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) | $ 12.4 | 11/07/2016 | D | 6,141 | (3) | (3) | Common Stock | 6,141 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 16.86 | 11/07/2016 | D | 3,333 | (3) | (3) | Common Stock | 3,333 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 29.32 | 11/07/2016 | D | 3,535 | (3) | (3) | Common Stock | 3,535 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 46.78 | 11/07/2016 | D | 11,246 | (3) | (3) | Common Stock | 11,246 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 69.25 | 11/07/2016 | D | 29,383 | (3) | (3) | Common Stock | 29,383 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 75.18 | 11/07/2016 | D | 19,585 | (3) | (3) | Common Stock | 19,585 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 92.58 | 11/07/2016 | D | 31,484 | (3) | (3) | Common Stock | 31,484 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 102.61 | 11/07/2016 | D | 22,241 | (3) | (3) | Common Stock | 22,241 | $ 0 | 0 | D | ||||
Restricted Stock Units (4) | $ 0 | 11/07/2016 | D | 48,707 | (3) | (3) | Common Stock | 48,707 | $ 0 | 0 | D | ||||
Performance Restricted Stock Units (4) | $ 0 | 11/07/2016 | D | 49,797 | (3)(5) | (3)(5) | Common Stock | 49,797 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gill Ronald S 2955 CAMPUS DRIVE, SUITE 100 SAN MATEO, CA 94403 |
Chief Financial Officer |
/s/ Douglas P. Solomon, attorney-in-fact | 11/09/2016 | |
**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 274 shares acquired under the NetSuite Inc. Employee Stock Purchase Plan on October 31, 2016. Excludes shares underlying Restricted Stock Units previously reported in this Table I but are displayed in Table II of this filing for clarity. |
(2) | Outstanding shares of the common stock of the Issuer were converted into the right to receive $109.00 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement. |
(3) | Outstanding stock options, restricted stock units ("RSUs") or performance-based restricted stock units ("PRSUs") of the Issuer were either (i) assumed by Parent and automatically converted into corresponding equity incentive awards on common stock of Parent in accordance with the Merger Agreement, or (ii) cancelled and converted into the right to receive the Merger Consideration (less the exercise price, in the case of stock options) in accordance with the Merger Agreement. |
(4) | Each RSU and PRSU represented the contingent right to receive one share of common stock of the Issuer. |
(5) | Includes PRSUs that were deemed fully vested and cancelled in exchange for the right to receive the Merger Consideration, in accordance with the Merger Agreement. |
Remarks: This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 28, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 1, 2016, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Oracle Corporation ("Parent"). |