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4//SEC Filing

Grierson Stewart 4

Accession 0001209191-10-051459

CIK 0001368582other
View on SEC.govCompany Profile

Filed

Oct 24, 8:00 PM ET

Accepted

Oct 25, 3:39 PM ET

Size

39.3 KB

Accession

0001209191-10-051459

Insider Transaction Report

Form 4
Period: 2010-10-21
ArcSight IncARST
Grierson Stewart
Chief Financial Officer
Transactions
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2010-10-22−23,750→ 0 total
    Exercise: $6.08Exp: 2016-06-04→ Common Stock (23,750 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2010-10-22−42,500→ 0 total
    Exercise: $21.63Exp: 2020-05-18→ Common Stock (42,500 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2010-10-22−3,049→ 0 total
    Exercise: $10.00Exp: 2017-08-07→ Common Stock (3,049 underlying)
  • Disposition from Tender

    Common Stock

    2010-10-21$43.50/sh−23,632$1,027,992→ 0 total
  • Exercise/Conversion

    Common Stock

    2010-10-21$4.00/sh+25,000$100,000→ 105,000 total
  • Exercise/Conversion

    Common Stock

    2010-10-21$10.00/sh+5,820$58,200→ 134,570 total
  • Disposition to Issuer

    Common Stock

    2010-10-22$43.50/sh−134,570$5,853,795→ 0 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2010-10-22−80,000→ 0 total
    Exercise: $0.48Exp: 2014-10-05→ Common Stock (80,000 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2010-10-22−64,050→ 0 total
    Exercise: $18.00Exp: 2019-06-08→ Common Stock (64,050 underlying)
  • Exercise/Conversion

    Common Stock

    2010-10-21$0.48/sh+80,000$38,400→ 80,000 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2010-10-22−62,500→ 0 total
    Exercise: $4.00Exp: 2015-05-25→ Common Stock (62,500 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2010-10-22−39,000→ 0 total
    Exercise: $8.50Exp: 2018-06-17→ Common Stock (39,000 underlying)
  • Exercise/Conversion

    Common Stock

    2010-10-21$6.08/sh+23,750$144,400→ 128,750 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2010-10-22−25,000→ 0 total
    Exercise: $4.00Exp: 2015-05-25→ Common Stock (25,000 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2010-10-22−7,403→ 0 total
    Exercise: $10.00Exp: 2017-08-06→ Common Stock (7,403 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2010-10-22−9,298→ 0 total
    Exercise: $10.00Exp: 2017-08-06→ Common Stock (9,298 underlying)
Footnotes (15)
  • [F1]Pursuant to the terms of the tender offer by Priam Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned, direct or indirect, subsidiary of Hewlett-Packard Company, a Delaware corporation ("HP"), to purchase all outstanding shares of Issuer Common Stock, disclosed in the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "Tender Offer"), Purchaser accepted for payment of $43.50 per share all shares validly tendered on or prior to October 20, 2010.
  • [F10]The option vests and becomes exercisable as to 1/4th of the shares on May 1, 2009 and vests and becomes exercisable as to 1/48th of the shares at the end of each full month thereafter.
  • [F11]Pursuant to the terms of the Merger, 23,562 shares under this option were cancelled in exchange for a cash payment to the Reporting Person equal to the difference between the offer price per share of $43.50 and the exercise price per share of the option and the remaining shares under the option were assumed and exchanged for an option to purchase 15,675 shares of HP Common Stock at an exercise price per share of $8.38.
  • [F12]The option vests and becomes exercisable as to 1/4th of the shares on May 1, 2010 and vests and becomes exercisable as to 1/48th of the shares at the end of each full month thereafter.
  • [F13]Pursuant to the terms of the Merger, 22,683 shares under this option were cancelled in exchange for a cash payment to the Reporting Person equal to the difference between the offer price per share of $43.50 and the exercise price per share of the option and the remaining shares under the option were assumed and exchanged for an option to purchase 42,004 shares of HP Common Stock at an exercise price per share of $17.73.
  • [F14]The option vests and becomes exercisable as to 1/4th of the shares on May 1, 2011 and vests and becomes exercisable as to 1/48th of the shares at the end of each full month thereafter.
  • [F15]Pursuant to the terms of the Merger, this option was assumed and exchanged for an option to purchase 43,154 shares of HP Common Stock at an exercise price per share of $21.31.
  • [F2]Includes 10,000 shares held by the Reporting Person and his spouse, together.
  • [F3]The option was fully vested and exercisable and all shares under this option were exercised pursuant to a conditional exercise program effective on the satisfaction of the closing conditions to the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger by and among the Issuer, HP and Purchaser, dated as of September 13, 2010 (the "Merger Agreement"), and such shares were converted into the right to receive $43.50 in cash per share in connection with the Merger.
  • [F4]5,820 shares under this option were exercised pursuant to a conditional exercise program effective on the satisfaction of the closing conditions to the Merger and such shares were converted into the right to receive $43.50 per share and the remaining shares under the option were assumed and exchanged for an option to purchase 3,531 shares of HP Common Stock at an exercise price per share of $9.85.
  • [F5]All shares issued and outstanding immediately prior to the effectiveness of the Merger and not tendered in the Tender Offer were converted into the right to receive $43.50 in cash per share.
  • [F6]The option is fully vested and exercisable.
  • [F7]Pursuant to the terms of the Merger, this option was cancelled in exchange for a cash payment to the Reporting Person equal to the difference between the offer price per share of $43.50 and the exercise price per share of the option.
  • [F8]The option vests and becomes exercisable as to 1/4th of the shares on May 1, 2008 and vests and becomes exercisable as to 1/48th of the shares at the end of each full month thereafter.
  • [F9]Pursuant to the terms of the Merger, 6,323 shares under this option were cancelled in exchange for a cash payment to the Reporting Person equal to the difference between the offer price per share of $43.50 and the exercise price per share of the option and the remaining shares under the option were assumed and exchanged for an option to purchase 1,096 shares of HP Common Stock at an exercise price per share of $9.85.

Documents

1 file

Issuer

ArcSight Inc

CIK 0001368582

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Entity typeother

Related Parties

1
  • filerCIK 0001424704

Filing Metadata

Form type
4
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 3:39 PM ET
Size
39.3 KB
View on SEC.gov