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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 qualified stock option | $ 2.9735 | 05/16/2011 | M(5) | 26,900 (5) | (8) | 05/06/2015 | Common Stock | 26,900 | $ 2.9735 | 103,869 | D | ||||
non-qualified stock option | $ 2.9735 | 05/17/2011 | M(5) | 16,300 (5) | (8) | 05/06/2015(8) | common stock | 16,300 | $ 2.9735 | 87,569 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rajgopal Raj C/O 2000 WEST PARK DRIVE WESTBOROUGH, MA 01581 |
EVP, Bus Dev & Client Services |
Paul D. Tutun, Attorney in Fact | 05/18/2011 | |
**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) | The reporting person was granted 35,000 shares of performance based restricted stock granted under the Company's 2007 Plan in November 2008, which vest only upon the Company's achievement of certain revenue and operating income targets for each fiscal year over four fiscal years, commencing with the fiscal year ending March 31, 2010. The performance based restricted shares vest at a rate of 25% per performance period upon achievement of applicable revenue and operating income targets for such fiscal year, with each fiscal year being a performance period. For the fiscal year ended March 31, 2011, based on the Company's revenue and operating profit results, the reporting person vested in 3266 shares (of the eligible 8,750) for the fiscal year ended March 31, 2011. The grantee retains voting rights with respect to the shares unless and to the extent that such shares do not vest and are forfeited |
(2) | Includes 17,500 shares of performance based restricted stock granted under the Company's 2007 Plan in November 2008, which vest only upon the Company's achievement of certain revenue and operating income targets for each fiscal year over the next two fiscal years, commencing with the fiscal year ended March 31, 2012. The performance based restricted shares vest at a rate of 25% per performance period upon achievement of applicable revenue and operating income targets for such fiscal year, with each fiscal year being a performance period. Also includes 5,000 shares of time based restricted stock granted in May 2010 but which was accelerated and vested based on the Company's acheivement of certain revenue targets for the fiscal year ended March 31, 2011. The grantee retains voting rights with respect to all of these restricted shares unless and to the extent that such shares do not vest and are forfeited. |
(3) | The reporting person was granted 23,647 shares of time based restricted stock under the Company's 2007 Plan, which vest at a rate of 25% on June 1, 2012 and 25% on each of June 1, 2013, 2014 and 2015. The grantee retains voting rights with respect to the shares unless and to the extent that such shares do not vest and are forfeited. |
(4) | On May 16, 2011, the reporting person was granted 2,627 shares of performance based restricted stock under the Company's 2007 Stock Option and Incentive Plan (the "2007 Plan"), which vest upon achievement of certain revenue targets for the Company's fiscal year ending March 31, 2012 (pro-rated down to 75% of the shares upon 96.8% achievement; 50% on 92.2% achievement; no vesting below that threshhold). The grantee retains voting rights with respect to such shares unless and to the extent that such shares do not vest and are forfeited. |
(5) | These shares were exercised and sold pursuant to a 10b5-1 Plan Agreement dated as of March 14, 2011 entered into by and between Mr. Rajgopal and an investment bank. |
(6) | This transaction was executed in multiple trades at prices ranging from $18.90 to $19.78 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
(7) | This transaction was executed in multiple trades at prices ranging from $19.10 to $19.79 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
(8) | The reporting person was granted an option exercisable for 143,769 shares on May 6, 2005, subject to vesting over four years. All shares are currently vested. |