SECURE COMPUTING CORP 4
4 · SECURE COMPUTING CORP · Filed Nov 20, 2008
Insider Transaction Report
Form 4
RYAN DANIEL P
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock
2008-11-18−217,737→ 0 total - Disposition to Issuer
Restricted Stock Units
2008-11-18−75,000→ 0 total→ Common stock (75,000 underlying) - Disposition to Issuer
Stock Option
2008-11-18−162,000→ 0 totalExercise: $3.63Exp: 2018-07-25→ Common stock (162,000 underlying)
Footnotes (4)
- [F1]55,237 of the shares reported were disposed of pursuant to a merger agreement between Secure Computing Corporation and McAfee in exchange for a cash payment of $5.75 per share. The remaining 162,500 shares were unvested restricted shares that were assumed by McAfee pursuant to the merger and replaced with 30,702 unvested restricted shares of McAfee stock. The McAfee unvested restricted shares will continue to have the same terms and conditions and vesting schedule as before the merger.
- [F2]Each restricted stock unit represents a contingent right to receive one share of SCUR common stock.
- [F3]These restricted stock units (RSUs), which provided for vesting of twenty-five percent (25%) on 07/29/2009 and equal quarterly vesting thereafter through 17/25/2012, were assumed by McAfee in the merger and replaced with 14,170 McAfee RSUs. The McAfee RSUs will be subject to the same terms and conditions and vesting schedule as before the merger.
- [F4]This option, the vesting of which was accelerated in connection with the merger, was cancelled in the merger in exchange for the right to receive a cash payment equal to the amount, if any, by which the merger consideration of $5.75 per share exceeds the exercise price of the option, multiplied by the number of shares underlying the option, without interest and less applicable withholding taxes.