NOVELL INC 4

Accession 0000758004-11-000046

CIK 0000758004operating

View on SEC.gov Company Profile

Filed

Apr 27, 8:00 PM ET

Accepted

Apr 28, 12:37 PM ET

Size

49.0 KB

Accession

0000758004-11-000046

Insider Transaction Report

Form 4

Period: 2011-04-27

NOVELL INCNOVL

DRAGOON JOHN

Sr VP & Chief Mktg Officer

Transactions

Disposition to Issuer
Stock Option (right to buy)
2011-04-27$0.08/sh−50,000$4,000→ 0 total
Exercise: $6.02Exp: 2011-10-13→ Common Stock (50,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$2.46/sh−78,125$192,188→ 0 total
Exercise: $3.64Exp: 2016-12-16→ Common Stock (78,125 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$2.46/sh−97,656$240,234→ 0 total
Exercise: $3.64Exp: 2016-12-16→ Common Stock (97,656 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−620.69$3,786→ 0 total
→ Common Stock (620.69 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−982.704$5,994→ 0 total
→ Common Stock (982.704 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−6,756.757$41,216→ 0 total
→ Common Stock (6,756.757 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−1,689.189$10,304→ 0 total
→ Common Stock (1,689.189 underlying)
Disposition to Issuer
Common Stock
2011-04-27−353,429→ 0 total
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$0.55/sh−60,000$33,000→ 0 total
Exercise: $5.55Exp: 2013-03-30→ Common Stock (60,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$0.02/sh−25,553$511→ 0 total
Exercise: $6.08Exp: 2014-12-12→ Common Stock (25,553 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−1,421.161$8,669→ 0 total
→ Common Stock (1,421.161 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−355.29$2,167→ 0 total
→ Common Stock (355.29 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−155.172$947→ 0 total
→ Common Stock (155.172 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−3,930.818$23,978→ 0 total
→ Common Stock (3,930.818 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$0.02/sh−51,104$1,022→ 0 total
Exercise: $6.08Exp: 2014-12-12→ Common Stock (51,104 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$1.98/sh−20,718$41,022→ 0 total
Exercise: $4.12Exp: 2017-06-08→ Common Stock (20,718 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$2.11/sh−320,512$676,280→ 0 total
Exercise: $3.99Exp: 2017-12-08→ Common Stock (320,512 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$1.98/sh−25,897$51,276→ 0 total
Exercise: $4.12Exp: 2017-06-08→ Common Stock (25,897 underlying)

Footnotes (19)

[F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 21, 2010, by and among Novell, Inc. ("Novell"), Attachmate Corporation and Longview Software Acquisition Corp. (the "Merger Agreement") in exchange for a cash payment of $6.10 per share (the "Merger Consideration") on the effective date of the merger.
[F10]Pursuant to the Merger Agreement, this option, which vests based on achievement of performance criteria, was canceled in exchange for a cash payment of $51,276.06, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.
[F11]Each unit of phantom stock is the economic equivalent of one share of Novell common stock.
[F12]Pursuant to the Merger Agreement, these units of phantom stock, which according to their terms become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $8,674.20, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.
[F13]Pursuant to the Merger Agreement, these units of matching phantom stock, which according to their terms vest on January 1, 2012 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $2,171.60, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.
[F14]Pursuant to the Merger Agreement, these units of phantom stock, which according to their terms become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $3,788.10, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.
[F15]Pursuant to the Merger Agreement, these units of matching phantom stock, which according to their terms vest on January 1, 2013 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $951.60, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.
[F16]Pursuant to the Merger Agreement, these units of phantom stock, which according to their terms become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $23,979.10, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.
[F17]Pursuant to the Merger Agreement, these units of matching phantom stock, which according to their terms vest on January 1, 2014 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $5,996.30, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.
[F18]Pursuant to the Merger Agreement, these units of phantom stock, which according to their terms become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $41,217.70, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.
[F19]Pursuant to the Merger Agreement, these units of matching phantom stock, which according to their terms vest on January 1, 2015 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $10,309.00, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.
[F2]Pursuant to the Merger Agreement, this option, which provided for vesting of 25% on October 13, 2004 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $4,000, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.
[F3]Pursuant to the Merger Agreement, this option, which provided for vesting of 25% on March 30, 2006 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $33,000, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.
[F4]Pursuant to the Merger Agreement, this option, which provided for vesting of 25% on December 12, 2007 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $1,022.08, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.
[F5]Pursuant to the Merger Agreement, this option, which vests based on achievement of performance criteria, was canceled in exchange for a cash payment of $511.06, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.
[F6]Pursuant to the Merger Agreement, this option, which provided for vesting of 25% on December 16, 2009 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $192,187.50, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.
[F7]Pursuant to the Merger Agreement, this option, which provided for vesting of 25% on June 8, 2010 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $41,021.64, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.
[F8]Pursuant to the Merger Agreement, this option, which provided for vesting of 25% on December 8, 2010 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $676,280.32, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.
[F9]Pursuant to the Merger Agreement, this option, which vests based on achievement of performance criteria, was canceled in exchange for a cash payment of $240,233.76 representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

Documents

1 file

4
edgar.xmlPrimary
PRIMARY DOCUMENT

Issuer

NOVELL INC

CIK 0000758004

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0000758004

Filing Metadata

Form type: 4
Filed: Apr 27, 8:00 PM ET
Accepted: Apr 28, 12:37 PM ET
Size: 49.0 KB

View on SEC.gov