4//SEC Filing
LOCK MICHAEL 4
Accession 0001181431-03-021944
CIK 0001101147other
Filed
Sep 3, 8:00 PM ET
Accepted
Sep 4, 6:17 PM ET
Size
14.6 KB
Accession
0001181431-03-021944
Insider Transaction Report
Form 4
VIRAGE INCVRGE
LOCK MICHAEL
Sr. VP, Worldwide Sales
Transactions
- Disposition to Issuer
Common Stock, par value $0.001
2003-09-02$1.10/sh−2,500$2,750→ 0 total - Disposition to Issuer
Option (right to buy)
2003-09-02−20,000→ 0 totalExercise: $4.15From: 2001-04-27Exp: 2011-04-27→ Common Stock (20,000 underlying) - Exercise/Conversion
Option (right to buy)
2003-09-02−137,500→ 162,500 totalExercise: $0.67From: 2002-09-30Exp: 2012-09-30→ Common Stock (137,500 underlying) - Disposition to Issuer
Option (right to buy)
2003-09-02−380,000→ 0 totalExercise: $3.94From: 2001-01-08Exp: 2011-01-08→ Common Stock (380,000 underlying) - Disposition to Issuer
Common Stock, par value $0.001
2003-09-02$1.10/sh−137,500$151,250→ 2,500 total - Disposition to Issuer
Option (right to buy)
2003-09-02−200,000→ 0 totalExercise: $1.59From: 2002-05-03Exp: 2012-05-03→ Common Stock (380,000 underlying) - Disposition to Issuer
Option (right to buy)
2003-09-02−162,500→ 0 totalExercise: $0.67From: 2002-09-30Exp: 2012-09-30→ Common Stock (162,500 underlying) - Exercise/Conversion
Common Stock, par value $0.001
2003-09-02$0.67/sh+137,500$92,125→ 140,000 total
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]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").
- [F3]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.
- [F4]Options are immediately exercisable and the underlying shares vest 1/48th per month for each month of continuous service to Virage, Inc.
- [F5]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 therafter, 1/48th of the shares vest per month for each month of continuous service to Virage, Inc.
- [F6]Options are immediately exercisable and the underlying shares vest 1/12th per month for each month of continuous service to Virage, Inc.
Documents
Issuer
VIRAGE INC
CIK 0001101147
Entity typeother
Related Parties
1- filerCIK 0001243823
Filing Metadata
- Form type
- 4
- Filed
- Sep 3, 8:00 PM ET
- Accepted
- Sep 4, 6:17 PM ET
- Size
- 14.6 KB