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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hart Jason 39300 CIVIC CENTER DRIVE, STE 140 FREMONT, CA 94538 |
X | CEO |
/s/ Jason Hart | 05/13/2015 | |
**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) | On May 11, 2015, the reporting person became entitled to receive an earn-out payment in the form of shares of common stock which are subject to certain lock-up periods under the terms of the Stock Purchase Agreement entered into on April 29, 2011 between the Registrant and the selling shareholders of idOnDemand, Inc. (the "SPA"). The number of shares issuable pursuant to the SPA was determined on March 12, 2015, pursuant to a formula set forth in the SPA. |
(2) | For the purpose of determining the number of shares issuable pursuant to the earn-out payment, the Registrant's common stock was valued at $10.7575 per share, based on the average VWAP price for the 30 calendar day period ending immediately prior to the date of the announcement of annual results for fiscal year 2014. |
(3) | The number of common shares reported includes 275,000 RSUs granted pursuant to Issuer's 2011 Incentive Compensation Plan with each RSU representing a contingent right to receive one share of Issuer's common stock. |