GRABER RICHARD P 4

4 · NETWORK ENGINES INC · Filed Sep 19, 2012

Form 4

Period: 2012-09-18

Vice President of Engineering

Transactions

Disposition to Issuer
Emplooyee Stock Option (right to buy)
2012-09-18$0.47/sh−25,000$11,750→ 0 total
Exercise: $0.98Exp: 2021-12-14→ Common Stock (25,000 underlying)
Disposition to Issuer
Common Stock
2012-09-18$1.45/sh−15,500$22,475→ 0 total
Disposition to Issuer
Emplooyee Stock Option (right to buy)
2012-09-18$0.07/sh−15,000$1,050→ 0 total
Exercise: $1.38Exp: 2019-12-16→ Common Stock (15,000 underlying)
Disposition to Issuer
Emplooyee Stock Option (right to buy)
2012-09-18$1.06/sh−37,500$39,750→ 0 total
Exercise: $0.39Exp: 2018-12-08→ Common Stock (37,500 underlying)

Footnotes (2)

[F1]This option, which provided for vesting in equal quarterly increments over a four year period, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) $1.45 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option.
[F2]Each share of common stock was disposed of in exchange for a cash payment of $1.45 per share upon consummation of the merger ("Merger") contemplated by that certain Agreement and Plan of Merger dated as of June 18, 2012 by and among Network Engines, Inc., Unicom Systems, Inc. and Unicom Sub Two, Inc.

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