NOVELL INC 4

Accession 0000758004-11-000048

CIK 0000758004operating

View on SEC.gov Company Profile

Filed

Apr 27, 8:00 PM ET

Accepted

Apr 28, 12:42 PM ET

Size

62.4 KB

Accession

0000758004-11-000048

Insider Transaction Report

Form 4

Period: 2011-04-27

NOVELL INCNOVL

HOVSEPIAN RONALD W

President and CEO

Transactions

Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−379.327$2,314→ 0 total
→ Common Stock (379.327 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−36.107$220→ 0 total
→ Common Stock (36.107 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$2.76/sh−500,000$1,380,000→ 0 total
Exercise: $3.34Exp: 2011-06-02→ Common Stock (500,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$2.46/sh−468,750$1,153,125→ 0 total
Exercise: $3.64Exp: 2016-12-16→ Common Stock (468,750 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−328.094$2,001→ 0 total
→ Common Stock (328.094 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−869.978$5,307→ 0 total
→ Common Stock (869.978 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−217.493$1,327→ 0 total
→ Common Stock (217.493 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−125.196$764→ 0 total
→ Common Stock (125.196 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−105.756$645→ 0 total
→ Common Stock (105.756 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−411.197$2,508→ 0 total
→ Common Stock (411.197 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−102.799$627→ 0 total
→ Common Stock (102.799 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−500.792$3,055→ 0 total
→ Common Stock (500.792 underlying)
Disposition to Issuer
Common Stock
2011-04-27−1,300,562→ 0 total
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$2.11/sh−576,923$1,217,308→ 0 total
Exercise: $3.99Exp: 2017-12-08→ Common Stock (576,923 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-04-27$2.46/sh−585,937$1,441,405→ 0 total
Exercise: $3.64Exp: 2016-12-16→ Common Stock (585,937 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−395.394$2,412→ 0 total
→ Common Stock (395.394 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−5,182.495$31,613→ 0 total
→ Common Stock (5,182.495 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−1,295.622$7,903→ 0 total
→ Common Stock (1,295.622 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−98.847$603→ 0 total
→ Common Stock (98.847 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−144.45$881→ 0 total
→ Common Stock (144.45 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−423.025$2,580→ 0 total
→ Common Stock (423.025 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−82.024$500→ 0 total
→ Common Stock (82.024 underlying)
Disposition to Issuer
Phantom Stock
2011-04-27$6.10/sh−94.83$578→ 0 total
→ Common Stock (94.83 underlying)

Footnotes (24)

[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, these units of matching phantom stock, which according to their terms vest on January 1, 2011 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $646.60, 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.
[F11]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 $2,513.20, 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.
[F12]Pursuant to the Merger Agreement, these units of matching phantom stock, which according to their terms vest on January 1, 2011 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $628.30, 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.
[F13]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 $2,006.90, 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 matching phantom stock, which according to their terms vest on January 1, 2011 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $506.30, 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.
[F15]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 $31,616.30, 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.
[F16]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 $7,905.60, 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.
[F17]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 $2,415.60, 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.
[F18]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 $603.90, 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 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 $3,056.10, 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.
[F2]Pursuant to the Merger Agreement, this option, which provided for vesting of 25% on June 2, 2003 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $1,380,000, 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.
[F20]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 $768.60, 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.
[F21]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 $5,307, 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.
[F22]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 $1,329.80, 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.
[F23]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 $2,318, 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.
[F24]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 $579.50, 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.
[F3]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 $1,153,125, 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 8, 2010 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $1,217,307.53, 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 $1,441,405.02, 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]Each unit of phantom stock is the economic equivalent of one share of Novell common stock.
[F7]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 $884.50, 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.
[F8]Pursuant to the Merger Agreement, these units of matching phantom stock, which according to their terms vest on January 1, 2011 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $225.70, 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.
[F9]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 $2,586.40, 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.

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, 12:42 PM ET
Size: 62.4 KB

View on SEC.gov