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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 | ||||||||
| NQSO | $ 16.55 | 12/18/2009 | D | 7,068 | (10) | 06/21/2017 | Common Stock | 7,068 | $ 18.45 | 0 | D | ||||
| NQSO | $ 15.59 | 12/18/2009 | D | 20,000 | (11) | 05/22/2018 | Common Stock | 20,000 | $ 19.41 | 0 | D | ||||
| NQSO | $ 19.07 | 12/18/2009 | D | 6,583 | (12) | 05/21/2019 | Common Stock | 6,583 | $ 15.93 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BARROWS TIMOTHY A C/O MATRIX PARTNERS 1000 WINTER STREET, SUITE 4500 WALTHAM, MA 02451 |
X | |||
| /s/ Timothy A. Barrows | 12/22/2009 | |
| **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) | Disposed of pursuant to the merger agreement between issuer and Cisco Systems, Inc. in exchange for a cash payment of $8,946,000 ($35.00 per share) on the effective date of the merger. |
| (2) | Disposed of pursuant to the merger agreement in exchange for a cash payment of $61,282,200 ($35.00 per share) on the effective date of the merger. |
| (3) | Represents securities owned solely by Matrix Partners VI, LP. Matrix VI Management Co., L.L.C. ("Matrix VI LLC") is the general partner of Matrix Partners VI, L.P. Timothy Barrows, as a Managing Member of Matrix VI LLC, has sole voting and dispostive power with respect to the shares held by those entities. Mr. Barrows disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (4) | Disposed of pursuant to the merger agreement in exchange for a cash payment of $20,869,240 ($35.00 per share) on the effective date of the merger. |
| (5) | Represents securities owned solely by Matrix VI Parallel Partnership-A, L.P. Matrix VI LLC is the general partner of Matrix VI Parallel Partnership-A, L.P. Timothy Barrows, as a Managing Member of Matrix VI LLC, has sole voting and dispostive power with respect to the shares held by those entities. Mr. Barrows disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (6) | Disposed of pursuant to the merger agreement in exchange for a cash payment of $8,454,530 ($35.00 per share) on the effective date of the merger. |
| (7) | Represents securities owned solely by Matrix VI Parallel Partnership-B, L.P. Matrix VI LLC is the general partner of Matrix VI Parallel Partnership-B, L.P. Timothy Barrows, as a Managing Member of Matrix VI LLC, has sole voting and dispostive power with respect to the shares held by those entities. Mr. Barrows disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (8) | Disposed of pursuant to the merger agreement in exchange for a cash payment of $14,419,195 ($35.00 per share) on the effective date of the merger. |
| (9) | Represents securities owned solely by Weston & Co. VI LLC, which is a nominee for certain beneficial owners. Mr. Barrows is authorized by the sole member of Weston & Co. VI LLC to take any action as directed by the underlying beneficial owners with respect to the shares held by this entity. Mr. Barrows disclaims beneficial ownership of such shares, except for those shares held by Weston & Co. VI LLC as nominee for him personally. Mr. Barrows has sole voting and/or investment control over only said shares held by Weston & Co. VI LLC as nominee for him personally. Mr. Barrows does not have sole or shared voting and/or investment control with respect to the other shares held by Weston & Co. VI LLC. |
| (10) | This option, which provided for vesting as to 20% of the underlying shares on June 21, 2008 and as to an additional 5% each quarter thereafter, was canceled in the merger in exchange for a cash payment of $130,404.60, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($35.00 per share). |
| (11) | This option, which provided for vesting as to 20% of the underlying shares on May 22, 2009 and as to an additional 5% each quarter thereafter, was canceled in the merger in exchange for a cash payment of $388,200, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($35.00 per share). |
| (12) | This option, which provided for vesting as to 100% of the underlying shares on May 21, 2010, was canceled in the merger in exchange for a cash payment of $104,867.19, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($35.00 per share). |