ZHENG SHUSHENG 4

4 · 3COM CORP · Filed Apr 14, 2010

Form 4Exit

Period: 2010-04-12

EVP 3Com, CEO H3C

Transactions

Disposition to Issuer
Common Stock
[F1][F2]
2010-04-12−528,921→ 0 total
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
[F4][F3]
2010-04-12−850,000→ 0 total
Exercise: $4.00Exp: 2016-08-07→ Common Stock (850,000 underlying)
Award
Performance Shares
[F5][F6][F7]
2010-04-12+103,000→ 103,000 total
→ Common Stock (103,000 underlying)
Disposition to Issuer
Performance Shares
[F5][F8][F6][F7]
2010-04-12−103,000→ 0 total
→ Common Stock (103,000 underlying)

Footnotes (8)

[F1]Includes 397,000 shares of restricted stock.
[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 each share of COMS restricted common stock will be assumed by HP and converted into 58,534 shares of HP restricted common stock.
[F3]The option vests on August 7, 2012, subject to performance-based acceleration.
[F4]Pursuant to the Merger Agreement, the option will be assumed by HP and converted into an option to purchase 125,326 shares of HP common stock at an exercise price of $27.13 per share.
[F5]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.
[F6]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.
[F7]Not applicable.
[F8]Pursuant to the Merger Agreement, the PRSU's will be assumed by HP and converted into 15,186 HP restricted stock units.

Signature

/s/ Shusheng Zheng|2010-04-14

Documents

1 file