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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 | ||||||||
Stock Option (Right to Buy) | $ 9.25 | 11/20/2007 | A | 75,000 | (1) | 11/19/2017 | Common Stock | 75,000 | $ 0 | 75,000 | D | ||||
Restricted Stock Units | (3) | 11/10/2007 | A | 15,000 (2) | (2) | (2) | Common Stock | 15,000 | $ 0 | 15,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cunningham David Epp C/O CHORDIANT SOFTWARE, INC. 20400 STEVENS CREEK BLVD., SUITE 400 CUPERTINO, CA 95014 |
V.P. World Wide Sales |
/s/ Nancy H. Wojtas (Attorney-in-Fact) | 11/21/2007 | |
**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) | Twenty-five per cent (25%) of the shares vest on November 5, 2008 and the remaining shares vest monthly thereafter over thirty-six (36) months. |
(2) | The award covers 10,000 shares at target performance levels and 15,000 shares at maximum performance levels. This award is a performance-based restricted stock unit award and is granted subject to the terms of the Performance Share Unit Program (the "PSUP") and the Company's 2005 Equity Incentive Plan. The actual number of shares earned pursuant to the award will be determined after the close of the Company's 2009 fiscal year based on the Company's achievement of performance metrics determined under the PSUP and subject to the reporting persons continuous service with the Company through the date on which the Compensation Committee certifies whether the performance metrics have been met. |
(3) | Each restricted stock unit represents a contingent right to receive one share of CHRD common stock. |