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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 | ||||||||
| Non-Statutory Stock Option (Right to Buy) | $ 2.59 | 02/19/2014 | D(2) | 35,000 (2) | 03/12/2012 | (2) | Common Stock, $.01 par value | 35,000 | $ 0 | 0 | D | ||||
| Non-Statutory Stock Option (Right to Buy) | $ 2.97 | 02/19/2014 | D(2) | 40,000 (2) | 01/18/2013 | (2) | Common Stock, $.01 par value | 40,000 | $ 0 | 0 | D | ||||
| Non-Statutory Stock Option (Right to Buy) | $ 2.22 (3) | 02/19/2014 | D(3) | 25,000 (3) | 05/06/2014 | 05/06/2016 | Common Stock, $.01 par value | 25,000 | $ 0 | 0 | D | ||||
| Non-Statutory Stock Option (Right to Buy) | $ 1.87 (4) | 02/19/2014 | D(4) | 40,000 (4) | 01/30/2015 | 01/30/2017 | Common Stock, $.01 par value | 40,000 | $ 0 | 0 | D | ||||
| Non-Statutory Stock Option (Right to Buy) | $ 0.9 | 02/19/2014 | D(5) | 31,667 (5) | 02/19/2014 | (5) | Common Stock, $.01 par value | 31,667 | $ 0 | 0 | D | ||||
| Non-Statutory Stock Option (Right to Buy) | $ 5.58 (6) | 02/19/2014 | D(6) | 20,000 (6) | 11/01/2011 | 11/01/2016 | Common Stock, $.01 par value | 20,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rice J Patrick 140 CANAL VIEW BOULEVARD ROCHESTER, NY 14623 |
Former SVP Sales/Mktg/Service | |||
| /s/ J. Patrick Rice | 02/19/2014 | |
| **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 terms of the Agreement and Plan of Merger, dated as of December 12, 2013, among the Company, Sonus Networks, Inc., and Purple Acquisition Subsidiary, Inc. (the "Merger Agreement"), at the effective time of the merger on February 19, 2014, each share of Company common stock outstanding immediately prior to the effective time of the merger was converted into the right to receive $3.75 in cash. |
| (2) | Pursuant to the terms of the Merger Agreement, prior to the closing of the merger, Mr. Rice conditionally exercised this option, effective upon the closing of the merger on February 19, 2014. Mr. Rice will receive a cash payment from the merger consideration equal to $3.75 for each share of common stock underlying the option, less the amount of the applicable exercise price of the option and any required tax withholdings. |
| (3) | Pursuant to the terms of the Merger Agreement, prior to the closing of the merger, Mr. Rice conditionally exercised this stock option with respect to 12,500 shares, effective upon the closing of the merger on February 19, 2014. Mr. Rice will receive a cash payment from the merger consideration equal to $3.75 for each share of common stock underlying the option that was exercised, less the amount of the applicable exercise price of the option and any required tax withholdings. The remaining 12,500 shares subject to the option will be assumed by Sonus and converted automatically into an option denominated in shares of Sonus common stock in an amount and at an exercise price determined by the formula set forth in the Merger Agreement, and will remain subject to the terms and conditions substantially identical to those in effect at the effective time of the merger as provided in the applicable Company stock plan and/or stock option agreement. |
| (4) | Pursuant to the terms of the Merger Agreement, prior to the closing of the merger, Mr. Rice conditionally exercised this stock option with respect to 20,000 shares, effective upon the closing of the merger on February 19, 2014. Mr. Rice will receive a cash payment from the merger consideration equal to $3.75 for each share of common stock underlying the option that was exercised, less the amount of the applicable exercise price of the option and any required tax withholdings. The remaining 20,000 shares subject to the option will be assumed by Sonus and converted automatically into an option denominated in shares of Sonus common stock in an amount and at an exercise price determined by the formula set forth in the Merger Agreement, and will remain subject to the terms and conditions substantially identical to those in effect at the effective time of the merger as provided in the applicable Company stock plan and/or stock option agreement. |
| (5) | Pursuant to the terms of the Merger Agreement, prior to the closing of the merger, Mr. Rice conditionally exercised this option, which automatically accelerated in full and became effective upon the closing of the merger on February 19, 2014. Mr. Rice will receive a cash payment from the merger consideration equal to $3.75 for each share of common stock underlying the option, less the amount of the applicable exercise price of the option and any required tax withholdings. |
| (6) | Pursuant to the terms of the Merger Agreement, this option will be assumed by Sonus and converted automatically into an option denominated in shares of Sonus common stock in an amount and at an exercise price determined by the formula set forth in the Merger Agreement, and will remain subject to the terms and conditions substantially identical to those in effect at the effective time of the merger as provided in the applicable Company stock plan and/or stock option agreement. |