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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) | $ 23.5 | 06/07/2005 | D | 5,000 | 06/07/2005(2) | 04/30/2006 | Common Stock | 5,000 | $ 0 (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 43.375 | 06/07/2005 | D | 5,000 | 06/07/2005(3) | 04/27/2007 | Common Stock | 5,000 | $ 0 (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 21.625 | 06/07/2005 | D | 5,000 | 06/07/2005(4) | 04/25/2008 | Common Stock | 5,000 | $ 0 (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 19.7 | 06/07/2005 | D | 7,500 | 06/07/2005(5) | 04/24/2010 | Common Stock | 7,500 | $ 0 (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 12.5 | 06/07/2005 | D | 3,750 | 06/07/2005(6) | 04/30/2011 | Common Stock | 3,750 | $ 0 (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 12.1 | 06/07/2005 | D | 5,625 | 06/07/2005(7) | 05/05/2012 | Common Stock | 5,625 | $ 0 (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WADSWORTH ROBERT M C/O CONCORD COMMUNICATIONS, INC. 600 NICKERSON ROAD MARLBORO, MA 01752 |
X | Director | ||
| /s/ Douglas A. Batt, Pursuant to a Power of Attorney | 06/09/2005 | |
| **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 Concord Communications and Computer Associates in exchange for the right to receive $17.00 per share |
| (2) | This option was assumed by Computer Associates' in the merger and replaced with an option to purchase 3,127 shares of Computer Associates' common stock for $37.57 per share. Pursuant to its terms, this option became fully vested upon the consumation of Computer Associates' acquisition of Concord Communications |
| (3) | This option was assumed by Computer Associates' in the merger and replaced with an option to purchase 3,127 shares of Computer Associates' common stock for $69.35 per share. Pursuant to its terms, this option became fully vested upon the consumation of Computer Associates' acquisition of Concord Communications |
| (4) | This option was assumed by Computer Associates' in the merger and replaced with an option to purchase 3,127 shares of Computer Associates' common stock for $34.58 per share. Pursuant to its terms, this option became fully vested upon the consumation of Computer Associates' acquisition of Concord Communications |
| (5) | This option was assumed by Computer Associates' in the merger and replaced with an option to purchase 4,691 shares of Computer Associates' common stock for $31.50 per share. Pursuant to its terms, this option became fully vested upon the consumation of Computer Associates' acquisition of Concord Communications |
| (6) | This option was assumed by Computer Associates' in the merger and replaced with an option to purchase 2,345 shares of Computer Associates' common stock for $19.99 per share. Pursuant to its terms, this option became fully vested upon the consumation of Computer Associates' acquisition of Concord Communications |
| (7) | This option was assumed by Computer Associates' in the merger and replaced with an option to purchase 3,518 shares of Computer Associates' common stock for $19.35 per share. Pursuant to its terms, this option became fully vested upon the consumation of Computer Associates' acquisition of Concord Communications |