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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 Appreciation Right | $ 7.69 | 12/17/2008 | A | 50,000 | 12/17/2009 | 12/17/2010 | Common Stock | 50,000 | (1) | 50,000 | D | ||||
| Employee Stock Option (Right to buy) | $ 11.61 | 12/17/2008 | D | 50,000 | (2) | 04/10/2011 | Common Stock | 50,000 | (1) | 0 | D | ||||
| Stock Appreciation Right | $ 7.69 | 12/17/2008 | A | 30,000 | 12/17/2009 | 12/17/2010 | Common Stock | 30,000 | (3) | 30,000 | D | ||||
| Employee Stock Option (Right to buy) | $ 16.35 | 12/17/2008 | D | 60,000 | (4) | 02/22/2012 | Common Stock | 60,000 | (3) | 0 | D | ||||
| Stock Appreciation Right | $ 7.69 | 12/17/2008 | A | 20,000 | 12/17/2009 | 12/17/2010 | Common Stock | 20,000 | (5) | 20,000 | D | ||||
| Employee Stock Option (Right to buy) | $ 10.52 | 12/17/2008 | D | 20,000 | (6) | 09/20/2012 | Common Stock | 20,000 | (5) | 0 | D | ||||
| Stock Appreciation Right | $ 7.69 | 12/17/2008 | A | 60,000 | 12/17/2009 | 12/17/2010 | Common Stock | 60,000 | (7) | 60,000 | D | ||||
| Employee Stock Option (Right to buy) | $ 10.89 | 12/17/2008 | D | 60,000 | (8) | 03/17/2009 | Common Stock | 60,000 | (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BRUGGINK FREDERIK 550 MERIDIAN AVE SAN JOSE, CA 95126 |
Sr. VP & GM of Ser Prov Gp | |||
| /s/ Oliver R. Stanfield, attorney-in-fact for Frederik Bruggink | 12/19/2008 | |
| **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 agreed to cancellation of a stock option granted to him on April 10, 2001, in exchange for a stock appreciation right granted under the Echelon Corporation 1997 Stock Plan (the "Plan") having a lower per share exercise price. |
| (2) | Cancellation of a stock option granted to Reporting Person under the Plan on April 10, 2001 to buy 50,000 shares of Common Stock. The option was exercisable as to 1/4th of the shares on April 10, 2002 and as to 1/48th of the shares on each one month anniversary thereafter. |
| (3) | The Reporting Person agreed to cancellation of a stock option granted to him on February 22, 2002, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price. |
| (4) | Cancellation of a stock option granted to Reporting Person under the Plan on February 22, 2002 to buy 60,000 shares of Common Stock. The option was originally exercisable as to 1/4th of the shares on February 22, 2003 and as to 1/48th of the shares on each one month anniversary thereafter; however, on November 18, 2005, vesting was accelerated in full. |
| (5) | The Reporting Person agreed to cancellation of a stock option granted to him on September 20, 2002, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price. |
| (6) | Cancellation of a stock option granted to Reporting Person under the Plan on September 20, 2002 to buy 20,000 shares of Common Stock. The stock option was originally exercisable in full as of the September 20, 2002 grant date, subject to a repurchase option in favor of the Issuer. The stock option originally vested as to 1/4th of the shares on September 20, 2003 and as to 1/48th of the shares on each one month anniversary thereafter; however, on November 18, 2005, vesting was accelerated in full. |
| (7) | The Reporting Person agreed to cancellation of a stock option granted to him on March 17, 2004, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price. |
| (8) | Cancellation of a stock option granted to Reporting Person under the Plan on March 17, 2004 to buy 60,000 shares of Common Stock. The stock option was originally exercisable in full as of the March 17, 2004 grant date, subject to a repurchase option in favor of the Issuer. The stock option originally vested as to 1/4th of the shares on March 17, 2005 and as to 1/48th of the shares on each one month anniversary thereafter; however, on November 18, 2005, vesting was accelerated in full. |