4//SEC Filing
VERSANT CORP 4
Accession 0001005477-05-001936
CIK 0000865917operating
Filed
May 25, 8:00 PM ET
Accepted
May 26, 1:51 PM ET
Size
47.0 KB
Accession
0001005477-05-001936
Insider Transaction Report
Form 4
VERSANT CORPVSNT
VERTEX MANAGEMENT II PTE LTD
10% OwnerOther
Transactions
- Other
Common Stock Warrant (right to buy)
2004-03-18−234,741→ 0 total(indirect: See footnote)Exercise: $2.13Exp: 2004-07-11→ Common Stock (234,741 underlying) - Other
Series A Conv. Preferred Stock
2004-03-18−902,946→ 0 total(indirect: See footnote)→ Common Stock (1,805,892 underlying) - Conversion
Series A conv. Preferred Stock
2004-03-18−234,741→ 0 total(indirect: See footnote)→ Common Stock (704,223 underlying) - Other
Common Stock Warrant (right to buy)
2004-03-18−902,946→ 0 total(indirect: See footnote)Exercise: $2.13Exp: 2004-07-11→ Common Stock (902,946 underlying) - Conversion
Common Stock
2004-03-18+2,708,838→ 2,708,838 total(indirect: See footnote) - Conversion
Common Stock
2004-03-18+704,223→ 704,223 total(indirect: See footnote) - Conversion
Series A conv. Preferred Stock
2004-03-18−902,946→ 0 total(indirect: See footnote)→ Common Stock (2,708,838 underlying) - Other
Series A Conv. Preferred Stock
2004-03-18−234,741→ 0 total(indirect: See footnote)→ Common Stock (469,482 underlying)
Holdings
- 489,767(indirect: See footnote)
Common Stock
- 6,600(indirect: See footnote)
Common Stock
- 100,000(indirect: See footnote)
Common Stock
VERTEX VENTURE HOLDINGS LTD
10% OwnerOther
Transactions
- Other
Common Stock Warrant (right to buy)
2004-03-18−902,946→ 0 total(indirect: See footnote)Exercise: $2.13Exp: 2004-07-11→ Common Stock (902,946 underlying) - Other
Common Stock Warrant (right to buy)
2004-03-18−234,741→ 0 total(indirect: See footnote)Exercise: $2.13Exp: 2004-07-11→ Common Stock (234,741 underlying) - Other
Series A Conv. Preferred Stock
2004-03-18−234,741→ 0 total(indirect: See footnote)→ Common Stock (469,482 underlying) - Conversion
Series A conv. Preferred Stock
2004-03-18−234,741→ 0 total(indirect: See footnote)→ Common Stock (704,223 underlying) - Conversion
Common Stock
2004-03-18+704,223→ 704,223 total(indirect: See footnote) - Conversion
Common Stock
2004-03-18+2,708,838→ 2,708,838 total(indirect: See footnote) - Other
Series A Conv. Preferred Stock
2004-03-18−902,946→ 0 total(indirect: See footnote)→ Common Stock (1,805,892 underlying) - Conversion
Series A conv. Preferred Stock
2004-03-18−902,946→ 0 total(indirect: See footnote)→ Common Stock (2,708,838 underlying)
Holdings
- 100,000(indirect: See footnote)
Common Stock
- 489,767(indirect: See footnote)
Common Stock
- 6,600(indirect: See footnote)
Common Stock
VERTEX TECHNOLOGY FUND LTD
10% OwnerOther
Transactions
- Other
Series A Conv. Preferred Stock
2004-03-18−902,946→ 0 total(indirect: See footnote)→ Common Stock (1,805,892 underlying) - Other
Common Stock Warrant (right to buy)
2004-03-18−234,741→ 0 total(indirect: See footnote)Exercise: $2.13Exp: 2004-07-11→ Common Stock (234,741 underlying) - Conversion
Common Stock
2004-03-18+704,223→ 704,223 total(indirect: See footnote) - Conversion
Common Stock
2004-03-18+2,708,838→ 2,708,838 total(indirect: See footnote) - Conversion
Series A conv. Preferred Stock
2004-03-18−902,946→ 0 total(indirect: See footnote)→ Common Stock (2,708,838 underlying) - Conversion
Series A conv. Preferred Stock
2004-03-18−234,741→ 0 total(indirect: See footnote)→ Common Stock (704,223 underlying) - Other
Common Stock Warrant (right to buy)
2004-03-18−902,946→ 0 total(indirect: See footnote)Exercise: $2.13Exp: 2004-07-11→ Common Stock (902,946 underlying) - Other
Series A Conv. Preferred Stock
2004-03-18−234,741→ 0 total(indirect: See footnote)→ Common Stock (469,482 underlying)
Holdings
- 100,000(indirect: See footnote)
Common Stock
- 6,600(indirect: See footnote)
Common Stock
- 489,767(indirect: See footnote)
Common Stock
SINGAPORE TECHNOLOGIES PTE LTD
10% Owner
Transactions
- Other
Common Stock Warrant (right to buy)
2004-03-18−902,946→ 0 total(indirect: See footnote)Exercise: $2.13Exp: 2004-07-11→ Common Stock (902,946 underlying) - Other
Series A Conv. Preferred Stock
2004-03-18−234,741→ 0 total(indirect: See footnote)→ Common Stock (469,482 underlying) - Conversion
Common Stock
2004-03-18+704,223→ 704,223 total(indirect: See footnote) - Conversion
Series A conv. Preferred Stock
2004-03-18−902,946→ 0 total(indirect: See footnote)→ Common Stock (2,708,838 underlying) - Other
Common Stock Warrant (right to buy)
2004-03-18−234,741→ 0 total(indirect: See footnote)Exercise: $2.13Exp: 2004-07-11→ Common Stock (234,741 underlying) - Conversion
Series A conv. Preferred Stock
2004-03-18−234,741→ 0 total(indirect: See footnote)→ Common Stock (704,223 underlying) - Conversion
Common Stock
2004-03-18+2,708,838→ 2,708,838 total(indirect: See footnote) - Other
Series A Conv. Preferred Stock
2004-03-18−902,946→ 0 total(indirect: See footnote)→ Common Stock (1,805,892 underlying)
Holdings
- 100,000(indirect: See footnote)
Common Stock
- 489,767(indirect: See footnote)
Common Stock
- 6,600(indirect: See footnote)
Common Stock
VERTEX TECHNOLGY FUND II LTD
10% OwnerOther
Transactions
- Other
Common Stock Warrant (right to buy)
2004-03-18−234,741→ 0 total(indirect: See footnote)Exercise: $2.13Exp: 2004-07-11→ Common Stock (234,741 underlying) - Other
Series A Conv. Preferred Stock
2004-03-18−234,741→ 0 total(indirect: See footnote)→ Common Stock (469,482 underlying) - Other
Common Stock Warrant (right to buy)
2004-03-18−902,946→ 0 total(indirect: See footnote)Exercise: $2.13Exp: 2004-07-11→ Common Stock (902,946 underlying) - Conversion
Common Stock
2004-03-18+704,223→ 704,223 total(indirect: See footnote) - Conversion
Series A conv. Preferred Stock
2004-03-18−902,946→ 0 total(indirect: See footnote)→ Common Stock (2,708,838 underlying) - Conversion
Series A conv. Preferred Stock
2004-03-18−234,741→ 0 total(indirect: See footnote)→ Common Stock (704,223 underlying) - Other
Series A Conv. Preferred Stock
2004-03-18−902,946→ 0 total(indirect: See footnote)→ Common Stock (1,805,892 underlying) - Conversion
Common Stock
2004-03-18+2,708,838→ 2,708,838 total(indirect: See footnote)
Holdings
- 100,000(indirect: See footnote)
Common Stock
- 489,767(indirect: See footnote)
Common Stock
- 6,600(indirect: See footnote)
Common Stock
Footnotes (15)
- [F1]Reflects auto conversion of 902,946 shrs of Series A Preferred held by Vertex Technology Fund Ltd (VTF) into 2,708,838 shrs of Common, at 3-1 ratio, upon effective time of Poet Holdings, Inc. merger (Poet Merger). Vertex Management (II) Pte Ltd (VM2) could be deemed to have power to vote and dispose of shrs held of record by VTF pursuant to mgmt agreement between VM2 and VTF and related power of attorney. Vertex Venture Holdings Ltd (VVH), as majority shareholder of VTF, may also be deemed to have power to vote and dispose of shrs. At time of transaction, Singapore Technologies Pte Ltd (STPL) was indirect parent of VVH, but since 12/31/04, no longer holds position. See footnote 2. VM2, VVH and, during period STPL was indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of pecuniary interests, and this report is not deemed admission that VVH, VM2 or, during such period, STPL is beneficial owner of shrs for Section 16 or any other purpose.
- [F10]Reflects amendment (i) of certain terms of Series A Preferred Stock held by VTF2 upon filing of Certificate of Amendment of Articles of Incorporation on 3/18/04, and (ii) of conversion ratio of Series A Preferred Stock held by VTF2 upon effective time of Poet Merger on 3/18/04. Amendment to terms of Series A Preferred Stock were made pursuant to the Conversion Agreement (see footnote 7 above). See footnote 3 for information regarding relationships among VTF2, VM2, VVH and STPL. VM2, VVH and, during the period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to the extent of any pecuniary interests, and this report shall not be deemed an admission that VVH, VM2 or, during the period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose.
- [F11]Reflects conversion immediately following the Poet Merger, in accordance with Articles of Incorporation, of shrs of Series A Preferred Stock held by VTF and referenced in footnote 9 above. See footnote 1 for information regarding relationships among VTF, VM2, VVH and STPL. VM2, VVH and, during the period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to the extent of any pecuniary interests, and this report shall not be deemed an admission that VVH, VM2 or, during the period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose.
- [F12]Reflects conversion immediately following the Poet Merger, in accordance with Articles of Incorporation, of shrs of Series A Preferred Stock held by VTF2 and referenced in footnote 10 above. See footnote 3 for information regarding relationships among VTF2, VM2, VVH and STPL. VM2, VVH and, during the period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to the extent of any pecuniary interests, and this report shall not be deemed an admission that VVH, VM2 or, during the period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose.
- [F13]Immediately.
- [F14]2-for-1
- [F15]3-for-1
- [F2]In connection with an internal restructuring that was completed on 12/31/2004, the shrs of VVH previously indirectly owned by STPL were transferred to Fullerton (Private) Limited, a wholly-owned subsidiary of Temasek Holdings (Private) Limited (Temasek). Temasek is the parent of STPL. Accordingly, STPL ceased to be a reporting person with effect from 12/31/2004.
- [F3]Reflects auto conversion of 234,741 shrs of Series A Preferred Stock held by Vertex Technology Fund (II) Ltd (VTF2) into 704,223 shrs of Common Stock, at 3-for-1 ratio, upon effective time of Poet Merger. VM2 could be deemed to have power to vote and dispose of shrs held of record by VTF2 pursuant to mgmt agreement between VM2 and VTF2 and related power of attorney. VVH, as majority shareholder of VTF2, may also be deemed to have power to vote and dispose of these shrs. At time of transaction, STPL was indirect parent of VVH, but since 12/31/04, no longer holds position. See footnote 2. VM2, VVH and, during period STPL was indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of any pecuniary interests, and report is not deemed admission that VVH, VM2 or, during period STPL was indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose.
- [F4]Reflects shrs held by Vertex Investment International (I) Inc. (VII1). VVH, as majority shareholder of VII1, may be deemed to have power to vote and dispose of these shrs. As of 3/18/04, STPL was indirect parent of VVH, but since 12/31/04, no longer holds position. See footnote 2. VVH and, during period STPL was indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of any pecuniary interests, and this report shall not be deemed an admission that VVH or, during period STPL was indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose.
- [F5]Reflects shrs held by Vertex Investment International (III) Inc. (VII3). VVH, as majority shareholder of VII3, may be deemed to have power to vote and dispose of these shrs. As of 3/18/04, STPL was indirect parent of VVH, but since 12/31/04, no longer holds position. See footnote 2. VVH and, during period STPL was indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of any pecuniary interests, and this report shall not be deemed an admission that VVH or, during period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose.
- [F6]Reflects shrs held by Vertex Management Pte Ltd (VM). VVH, as majority shareholder of Vickers Capital Limited, which is the majority shareholder of VM, may be deemed to have power to vote and dispose of these shrs. As of 3/18/04, STPL was indirect parent corporation of VVH, but since 12/31/04, no longer holds position. See footnote 2. VVH and, during period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of any pecuniary interests, and this report shall not be deemed an admission that VVH or, during period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose.
- [F7]Reflects amendment, upon effective time of Poet Merger, of immediately exercisable warrants to purchase 902,946 shrs of Common Stock held by VTF. Original warrant was issued on 7/12/99 in connection with preferred stock financing. Amendments to warrant were made pursuant to Preferred Stock Conversion Agreement dated 9/26/03 (Conversion Agreement) among Issuer, VTF, VTF2 and another shareholder, under which the parties made certain agreements with respect to shrs of Series A Preferred Stock and warrants held by them. See footnote 1 for information regarding relationships among VTF, VM2, VVH and STPL. VM2, VVH and, during period STPL was indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to extent of any pecuniary interests, and this report shall not be deemed an admission that VVH, VM2 or, during period STPL was indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose.
- [F8]Reflects amendment, upon effective time of Poet Merger, of immediately exercisable warrants to purchase 234,741 shrs of Common Stock held by VTF2. Original warrant was issued on 7/12/99 for $0.125 per share in connection with a preferred stock financing. Amendments to warrant were made pursuant to the Conversion Agreement (see footnote 7 above). See footnote 3 for information regarding relationships among VTF2, VM2, VVH and STPL. VM2, VVH and, during the period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shares, except to the extent of any pecuniary interests, and this report shall not be deemed admission that VVH, VM2 or, during the period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose.
- [F9]Reflects amendment (i) of certain terms of Series A Preferred Stock held by VTF upon filing of Certificate of Amendment of Articles of Incorporation on 3/18/04, and (ii) of conversion ratio of Series A Preferred Stock held by VTF upon effective time of Poet Merger on 3/18/04. Amendments to terms of Series A Preferred Stock were made pursuant to the Conversion Agreement (see footnote 7 above). See footnote 1 for information regarding relationships among VTF, VM2, VVH and STPL. VM2, VVH and, during the period STPL was an indirect parent of VVH, STPL disclaim beneficial ownership of these shrs, except to the extent of any pecuniary interests, and this report shall not be deemed an admission that VVH, VM2 or, during the period STPL was an indirect parent of VVH, STPL is beneficial owner of shrs for Section 16 or any other purpose.
Documents
Issuer
VERSANT CORP
CIK 0000865917
Entity typeoperating
IncorporatedCA
Related Parties
1- filerCIK 0000865917
Filing Metadata
- Form type
- 4
- Filed
- May 25, 8:00 PM ET
- Accepted
- May 26, 1:51 PM ET
- Size
- 47.0 KB