ZAGER JAY 4
4 · 3COM CORP · Filed Apr 14, 2010
Insider Transaction Report
Form 4
3COM CORPCOMS
ZAGER JAY
EVP & CFO
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2010-04-12−400,000→ 0 totalExercise: $2.61Exp: 2015-05-06→ Common Stock (400,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2010-04-12−500,000→ 0 totalExercise: $4.28Exp: 2014-07-03→ Common Stock (500,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2010-04-12−180,000→ 0 totalExercise: $4.00Exp: 2016-08-07→ Common Stock (180,000 underlying) - Disposition to Issuer
Performance Shares
2010-04-12−90,000→ 0 total→ Common Stock (90,000 underlying) - Disposition to Issuer
Common Stock
2010-04-12−384,131→ 0 total - Award
Performance Shares
2010-04-12+90,000→ 90,000 total→ Common Stock (90,000 underlying)
Footnotes (12)
- [F1]Includes 4,000 shares acquired on March 31, 2010 and 252 shares acquired on April 9, 2010 pursuant to the 3Com ESPP and 187,500 shares of restricted stock.
- [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 13,269 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 each share of COMS restricted common stock will be assumed by HP and converted into 27,645 shares of HP restricted common stock.
- [F3]The option vests in four equal semi-annual installments beginning on November 6, 2008.
- [F4]Pursuant to the Merger Agreement, the 100,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 14,744 shares of HP common stock at an exercise price of $17.71 per share, and the 300,000 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 on August 7, 2012, subject to performance-based acceleration.
- [F6]Pursuant to the Merger Agreement, the option will be assumed by HP and converted into an option to purchase 26,539 shares of HP common stock at an exercise price of $27.13 per share.
- [F7]The option vests in four equal annual installments beinning on July 3, 2008.
- [F8]Pursuant to the Merger Agreement, the 250,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 36,860 shares of HP common stock at an exercise price of $29.03 per share, and the 250,000 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.
- [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.