VIRAGE INC 4

Accession 0001181431-03-021941

CIK 0001101147operating

View on SEC.gov Company Profile

Filed

Sep 3, 8:00 PM ET

Accepted

Sep 4, 6:00 PM ET

Size

22.2 KB

Accession

0001181431-03-021941

Insider Transaction Report

Form 4

Period: 2003-09-02

VIRAGE INCVRGE

PAO FRANK

VP Business Affairs, Secretary

Transactions

Exercise/Conversion
Common Stock, par value $0.001
2003-09-02$0.59/sh+75,727$44,679→ 179,967 total
Exercise/Conversion
Common Stock, par value $0.001
2003-09-02$0.32/sh+20,833$6,667→ 104,240 total
Exercise/Conversion
Common Stock, par value $0.001
2003-09-02$0.78/sh+22,916$17,874→ 202,883 total
Exercise/Conversion
Option (right to buy)
2003-09-02−75,727→ 19,273 total
Exercise: $0.59From: 2002-08-07Exp: 2012-08-07→ Common Stock (75,727 underlying)
Disposition to Issuer
Option (right to buy)
2003-09-02−10,938→ 0 total
Exercise: $1.00From: 1999-02-24Exp: 2009-02-24→ Common Stock (10,938 underlying)
Disposition to Issuer
Common Stock, par value $0.001
2003-09-02$1.10/sh−75,907$83,498→ 0 total
Exercise/Conversion
Common Stock, par value $0.001
2003-09-02$0.26/sh+7,500$1,950→ 83,407 total
Exercise/Conversion
Option (right to buy)
2003-09-02−20,833→ 0 total
Exercise: $0.32From: 1998-04-23Exp: 2008-04-23→ Common Stock (20,833 underlying)
Exercise/Conversion
Option (right to buy)
2003-09-02−22,916→ 27,084 total
Exercise: $0.78From: 2002-09-30Exp: 2012-09-30→ Common Stock (22,916 underlying)
Disposition to Issuer
Common Stock, par value $0.001
2003-09-02$1.10/sh−126,976$139,674→ 75,907 total
Exercise/Conversion
Option (right to buy)
2003-09-02−7,500→ 0 total
Exercise: $0.26From: 1997-04-23Exp: 2007-04-23→ Common Stock (7,500 underlying)
Disposition to Issuer
Option (right to buy)
2003-09-02−50,000→ 0 total
Exercise: $3.20From: 1999-08-04Exp: 2009-08-04→ Common Stock (50,000 underlying)
Disposition to Issuer
Option (right to buy)
2003-09-02−19,723→ 0 total
Exercise: $0.59From: 2002-08-07Exp: 2012-08-07→ Common Stock (19,723 underlying)
Disposition to Issuer
Option (right to buy)
2003-09-02−30,000→ 0 total
Exercise: $4.15From: 2001-04-27Exp: 2011-04-27→ Common Stock (30,000 underlying)
Disposition to Issuer
Option (right to buy)
2003-09-02−27,084→ 0 total
Exercise: $0.78From: 2002-08-07Exp: 2012-08-07→ Common Stock (27,084 underlying)

Footnotes (6)

[F1]Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 9, 2003, by and among Autonomy Corporation plc, a corporation formed under the laws of England and Wales ("Autonomy"), Violet Merger Sub, Inc., a Delaware corporation, and Virage, Inc., a Delaware corporation (the "Merger Agreement"), and upon the closing of the merger contemplated therein, each outstanding share of Virage, Inc. common stock was converted into the right to receive $1.10 in cash. The named individual on page 1 of this Form 4 (the "Named Individual") has converted the shares of Virage, Inc. common stock identified in Part 4 of Table 1 (the "Shares") into the right to receive $1.10 per share in cash.
[F2]Options are immediately exercisable and the underlying shares vest 1/8th upon the six month anniversary of the date identified in Part 6 of Table II and the shares vests 1/48th per month for each month of continuous service to Virage, Inc.
[F3]Options are immediately exercisable and the underlying shares vest 1/48th per month for each month of continuous service to Virage, Inc.
[F4]Options are immediately exercisable and the underlying shares vest 1/24th per month for each month of continuous service to Virage, Inc.
[F5]Pursuant to the terms of the Merger Agreement, and upon the closing of the merger contemplated therein, each outstanding option to purchase shares of Virage, Inc. common stock was converted into the right to receive an option to purchase that number of whole Autonomy ordinary shares equal to the product of the number of shares Virage, Inc. common stock subject to the option multiplied by a fraction (referred to as the "Option Exchange Ratio"), the numerator of which is $1.10 and denominator of which is the average closing selling price of Autonomy ordinary shares as quoted on the London Stock Exchange for the ten trading days preceding the closing date of the merger (as converted to U.S. dollars), rounded down to the nearest whole number of Autonomy ordinary shares (the "Autonomy Options").
[F6]Pursuant to the terms of the Merger Agreement, and upon the closing of the merger contemplated therein, the exercise price of the Autonomy Options will be equal to the exercise price for the shares of Virage, Inc. common stock purchasable pursuant to the option divided by the Option Exchange Ratio, rounded up to the nearest whole cent.

Documents

1 file

4
rrd17713.xmlPrimary
PAO, F. AUTONOMY ACQUISITION FORM 4

Issuer

VIRAGE INC

CIK 0001101147

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001101147

Filing Metadata

Form type: 4
Filed: Sep 3, 8:00 PM ET
Accepted: Sep 4, 6:00 PM ET
Size: 22.2 KB

View on SEC.gov