4//SEC Filing
3COM CORP 4
Accession 0001182493-10-000004
CIK 0000738076operating
Filed
Apr 13, 8:00 PM ET
Accepted
Apr 14, 12:57 PM ET
Size
17.5 KB
Accession
0001182493-10-000004
Insider Transaction Report
Form 4
3COM CORPCOMS
MAO ROBERT YU LANG
DirectorCEO
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2010-04-12−2,000,000→ 0 totalExercise: $2.61Exp: 2015-05-06→ Common Stock (2,000,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2010-04-12−644,000→ 0 totalExercise: $4.00Exp: 2016-08-07→ Common Stock (644,000 underlying) - Disposition to Issuer
Performance Shares
2010-04-12−322,000→ 0 total→ Common Stock (322,000 underlying) - Disposition to Issuer
Common Stock
2010-04-12−1,476,429→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2010-04-12−104,500→ 0 totalExercise: $3.92Exp: 2014-03-28→ Common Stock (104,500 underlying) - Award
Performance Shares
2010-04-12+322,000→ 322,000 total→ Common Stock (322,000 underlying)
Footnotes (12)
- [F1]Includes 1,000,000 shares represented by restricted stock units ("RSUs").
- [F10]The PRSUs will be deemed earned at target upon the effectiveness of the merger and will subsequently vest in three equal annual installments beginning on August 7, 2010.
- [F11]Not applicable.
- [F12]Pursuant to the Merger Agreement, the PRSU's will be assumed by HP and converted into 47,476 HP restricted stock units.
- [F2]Pursuant to the Merger Agreement between the Issuer and Hewlett-Packard Company ("HP") dated November 11, 2009 (the "Merger Agreement"), each share of COMS common stock will be exchanged for $7.90 in cash and the COMS RSUs will be assumed by HP and converted into 147,443 HP restricted stock units.
- [F3]The option vests in four equal annual installments beginning on May 6, 2009.
- [F4]Pursuant to the Merger Agreement, the 1,500,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 221,164 shares of HP common stock at an exercise price of $17.71 per share, and the 500,000 vested shares subject to the option will be cancelled in exchange for a cash payment for each share equal to the excess of $7.90 over the per share exercise price of the option.
- [F5]The option vests in four equal annual installments beinning on March 28, 2008.
- [F6]Pursuant to the Merger Agreement, the 19,875 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 2,930 shares of HP common stock at an exercise price of $26.59 per share, and the 84,625 vested shares subject to the option will be cancelled in exchange for a cash payment for each share equal to the excess of $7.90 over the per share exercise price of the option.
- [F7]The option vests on August 7, 2012, subject to performance-based acceleration.
- [F8]Pursuant to the Merger Agreement, the option will be assumed by HP and converted into an option to purchase 94,953 shares of HP common stock at an exercise price equal to $27.13 per share.
- [F9]Each performance-based restricted stock unit (the "PRSU") represents a contingent right to receive one share of COMS common stock. In accordance with the terms of the PRSU agreement, the performance metrics will be deemed met at target levels upon the effectiveness of the merger.
Documents
Issuer
3COM CORP
CIK 0000738076
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000738076
Filing Metadata
- Form type
- 4
- Filed
- Apr 13, 8:00 PM ET
- Accepted
- Apr 14, 12:57 PM ET
- Size
- 17.5 KB