Frost Matthew Calhoun 4

Accession 0001144204-10-012751

CIK 0001045280other

View on SEC.gov Company Profile

Filed

Mar 10, 7:00 PM ET

Accepted

Mar 11, 3:38 PM ET

Size

29.8 KB

Accession

0001144204-10-012751

Insider Transaction Report

Form 4

Period: 2010-02-19

ON2 TECHNOLOGIES, INC.ONT

Frost Matthew Calhoun

COO and Interim CEO

Transactions

Tax Payment
Common Stock
2010-02-19$0.69/sh−144,716$99,854→ 713,759 total
Exercise/Conversion
Stock Option (right to buy) 2004/12/03
2010-02-19−39,838→ 100,162 total
Exercise: $0.57From: 2005-12-03Exp: 2014-12-03→ Common Stock (39,838 underlying)
Disposition to Issuer
Stock Option (right to buy)
2010-02-19−75,000→ 0 total
Exercise: $1.36Exp: 2013-12-13→ Common Stock (75,000 underlying)
Exercise/Conversion
Common Stock
2010-02-19$0.40/sh+100,000$40,000→ 725,303 total
Exercise/Conversion
Stock Option (right to buy) 2008/09/25 ISO
2010-02-19−93,334→ 0 total
Exercise: $0.40Exp: 2018-09-25→ Common Stock (93,334 underlying)
Disposition to Issuer
Stock Option (right to buy) 2004/12/03
2010-02-19−35,000→ 0 total
Exercise: $0.66From: 2004-05-17Exp: 2014-05-13→ Common Stock (35,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2010-02-19−75,000→ 0 total
Exercise: $0.81Exp: 2013-04-03→ Common Stock (75,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2010-02-19−100,000→ 0 total
Exercise: $0.79Exp: 2013-11-18→ Common Stock (100,000 underlying)
Exercise/Conversion
Common Stock
2010-02-19$0.57/sh+39,838$22,708→ 858,475 total
Disposition to Issuer
Common Stock
2010-02-19−713,759→ 0 total
Exercise/Conversion
Stock Option (right to buy) 2008/09/25 ISO
2010-02-19−100,000→ 0 total
Exercise: $0.40Exp: 2018-09-25→ Common Stock (100,000 underlying)
Disposition to Issuer
Stock Option (right to buy) 2004/12/03
2010-02-19−100,162→ 0 total
Exercise: $0.57From: 2005-12-03Exp: 2014-12-03→ Common Stock (100,162 underlying)
Exercise/Conversion
Common Stock
2010-02-19$0.40/sh+93,334$37,334→ 818,637 total

Footnotes (10)

[F1]These shares were issued to the Reporting Person upon the exercise of stock options previously granted to the Reporting Person.
[F10]This option, which provided for vesting on February 28, 2007, was cancelled for no consideration pursuant to the terms of the Amended Merger Agreement.
[F2]These shares were delivered to the issuer by the reporting person in payment of the exercise price of the stock options disclosed in Table 1.
[F3]Disposed of pursuant to the terms of the Amendment No. 1 to Agreement and Plan of Merger, dated as of January 7, 2010 between the issuer, Google Inc., Oxide Inc., and Oxide LLC (the "Amended Merger Agreement") in exchange for the right to receive a combination of (a) $0.15 in cash, (b) 0.0010 of a share of Google Class A common stock and (c) cash payable in lieu of any fractional shares of Google Class A common stock (the "Merger Consideration") for each share of the issuer's common stock. Upon the closing of the merger on February 19, 2010 (the "Effective Date"), the Reporting Person received Merger Consideration in the amount of $107,063.85 in cash, 713 shares of Google Class A common stock and $410.84 in lieu of any fractional shares of Google Class A common stock.
[F4]Reflects the exercise of stock options previously granted to the Reporting Person.
[F5]Pursuant to the terms of the Amended Merger Agreement, the stock options became fully vested on the Effective Date.
[F6]This option, which vested on December 3, 2005, was canceled pursuant to the terms of the Amended Merger Agreement in exchange for cash equal to the difference between the per share value and the option exercise price multiplied by the number of shares of the issuer's common stock subject to the options, which resulted in a cash payment of $7,748.83.
[F7]This option, which vested on May 17, 2005, was canceled pursuant to the terms of the Amended Merger Agreement in exchange for cash equal to the difference between the per share value and the option exercise price multiplied by the number of shares of the issuer's common stock subject to the options, which resulted in a cash payment of $698.63.
[F8]This option, which provided for vesting on December 15, 2005, was cancelled for no consideration pursuant to the terms of the Amended Merger Agreement.
[F9]This option, which provided for vesting on November 18, 2006, was cancelled for no consideration pursuant to the terms of the Amended Merger Agreement.

Documents

1 file

4
v176478_ex.xmlPrimary

Issuer

ON2 TECHNOLOGIES, INC.

CIK 0001045280

→

Entity typeother

Related Parties

filerCIK 0001394854

Filing Metadata

Form type: 4
Filed: Mar 10, 7:00 PM ET
Accepted: Mar 11, 3:38 PM ET
Size: 29.8 KB

View on SEC.gov