NEEDHAM CAPITAL PARTNERS II BERMUDA L P 4
4 · SOUTHWALL TECHNOLOGIES INC /DE/ · Filed Nov 25, 2011
Insider Transaction Report
Form 4
NEEDHAM CAPITAL MANAGMENT LLC
10% Owner
Transactions
- Disposition from Tender
Common Stock, par value $0.001 per share
2011-11-23−0→ 0 total(indirect: See Footnote) - Disposition from Tender
Common Stock, par value $0.001 per share
2011-11-23$13.60/sh−141,504$1,924,454→ 0 total - Disposition from Tender
Common Stock, par value $0.001 per share
2011-11-23$13.60/sh−273,076$3,713,834→ 0 total - Disposition from Tender
Common Stock, par value $0.001 per share
2011-11-23−0→ 0 total(indirect: See Footnote) - Conversion
Series A 10% Cumulative Preferred Stock
2011-11-23−953,557→ 0 total→ Common Stock (321,754 underlying) - Conversion
Series A 10% Cumulative Preferred Stock
2011-11-23−0→ 0 total(indirect: See Footnote)→ Common Stock (0 underlying) - Conversion
Series A 10% Cumulative Preferred Stock
2011-11-23−0→ 0 total(indirect: See Footnote)→ Common Stock (0 underlying) - Conversion
Series A 10% Cumulative Preferred Stock
2011-11-23−0→ 0 total(indirect: See Footnote)→ Common Stock (0 underlying) - Conversion
Series A 10% Cumulative Preferred Stock
2011-11-23−332,704→ 0 total→ Common Stock (112,263 underlying) - Conversion
Common Stock, par value $0.001 per share
2011-11-23+0→ 782,657 total(indirect: See Footnote) - Conversion
Common Stock, par value $0.001 per share
2011-11-23+563,276→ 1,370,152 total - Conversion
Common Stock, par value $0.001 per share
2011-11-23+58,173→ 141,504 total - Conversion
Common Stock, par value $0.001 per share
2011-11-23+45,102→ 109,709 total - Conversion
Common Stock, par value $0.001 per share
2011-11-23+0→ 109,709 total(indirect: See Footnote) - Conversion
Common Stock, par value $0.001 per share
2011-11-23+112,263→ 273,076 total - Disposition from Tender
Common Stock, par value $0.001 per share
2011-11-23$13.60/sh−782,657$10,644,135→ 0 total - Conversion
Series A 10% Cumulative Preferred Stock
2011-11-23−0→ 0 total(indirect: See Footnote)→ Common Stock (0 underlying) - Conversion
Series A 10% Cumulative Preferred Stock
2011-11-23−172,402→ 0 total→ Common Stock (58,173 underlying) - Conversion
Common Stock, par value $0.001 per share
2011-11-23+321,754→ 782,657 total - Conversion
Common Stock, par value $0.001 per share
2011-11-23+0→ 1,370,152 total(indirect: See Footnote) - Conversion
Common Stock, par value $0.001 per share
2011-11-23+0→ 141,504 total(indirect: See Footnote) - Conversion
Common Stock, par value $0.001 per share
2011-11-23+0→ 273,076 total(indirect: See Footnote) - Disposition from Tender
Common Stock, par value $0.001 per share
2011-11-23−0→ 0 total(indirect: See Footnote) - Disposition from Tender
Common Stock, par value $0.001 per share
2011-11-23$13.60/sh−1,370,152$18,634,067→ 0 total - Disposition from Tender
Common Stock, par value $0.001 per share
2011-11-23−0→ 0 total(indirect: See Footnote) - Disposition from Tender
Common Stock, par value $0.001 per share
2011-11-23$13.60/sh−109,709$1,492,042→ 0 total - Disposition from Tender
Common Stock, par value $0.001 per share
2011-11-23−0→ 0 total(indirect: See Footnote) - Conversion
Series A 10% Cumulative Preferred Stock
2011-11-23−1,669,338→ 0 total→ Common Stock (563,276 underlying) - Conversion
Series A 10% Cumulative Preferred Stock
2011-11-23−133,665→ 0 total→ Common Stock (45,102 underlying) - Conversion
Series A 10% Cumulative Preferred Stock
2011-11-23−0→ 0 total(indirect: See Footnote)→ Common Stock (0 underlying)
Footnotes (8)
- [F1]The conversion is for an effective rate of 0.337426 shares of Southwall Technologies Inc.'s Common Stock, par value $.001 per share.
- [F2]The reported securities are directly owned by Needham Capital Partners II, L.P., and may be deemed to be beneficially owned by Needham Capital Management, LLC ("NCM") by virtue of it serving as investment manager of Needham Capital Partners II, L.P. Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Managing Member of NCM. NCM and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
- [F3]The reported securities are directly owned by Needham Capital Partners III, L.P., and may be deemed to be beneficially owned by NCM by virtue of it serving as investment manager of Needham Capital Partners III, L.P. Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Managing Member of NCM. NCM and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
- [F4]The reported securities are directly owned by Needham Capital Partners IIIA, L.P., and may be deemed to be beneficially owned by NCM by virtue of it serving as investment manager of Needham Capital Partners IIIA, L.P. Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Managing Member of NCM. NCM and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
- [F5]The reported securities are directly owned by Needham Capital Partners II (Bermuda), L.P., and may be deemed to be beneficially owned by Needham Capital Management (Bermuda), LLC ("NCMB") by virtue of it serving as investment manager of Needham Capital Partners II (Bermuda), L.P. Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Managing Member of NCMB. NCMB and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
- [F6]The reported securities are directly owned by Needham Capital Partners III (Bermuda), L.P., and may be deemed to be beneficially owned by NCMB by virtue of it serving as investment manager of Needham Capital Partners III (Bermuda), L.P. Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Managing Member of NCMB. NCMB and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
- [F7]The Series A 10% Cumulative Preferred Stock is presently exercisable.
- [F8]The Series A 10% Cumulative Preferred Stock does not have an expiration date for conversion.