4//SEC Filing
Mosher Kevin 4
Accession 0001209191-10-051465
CIK 0001368582other
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 3:43 PM ET
Size
35.6 KB
Accession
0001209191-10-051465
Insider Transaction Report
Form 4
ArcSight IncARST
Mosher Kevin
Sr. VP of Worldwide Operations
Transactions
- Exercise/Conversion
Common Stock
2010-10-21$4.00/sh+25,000$100,000→ 25,000 total - Disposition to Issuer
Common Stock
2010-10-22$43.50/sh−64,991$2,827,109→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2010-10-22−25,000→ 0 totalExercise: $4.00Exp: 2015-05-25→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-10-22−19,376→ 0 totalExercise: $10.00Exp: 2017-08-06→ Common Stock (19,376 underlying) - Exercise/Conversion
Common Stock
2010-10-21$6.08/sh+23,750$144,400→ 48,750 total - Exercise/Conversion
Common Stock
2010-10-21$10.00/sh+16,241$162,410→ 64,991 total - Disposition from Tender
Common Stock
2010-10-21$43.50/sh−129,239$5,621,897→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2010-10-22−41,976→ 0 totalExercise: $4.00Exp: 2015-05-25→ Common Stock (41,976 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-10-22−23,750→ 0 totalExercise: $6.08Exp: 2016-06-04→ Common Stock (23,750 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-10-22−3,506→ 0 totalExercise: $10.00Exp: 2017-08-06→ Common Stock (3,506 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-10-22−2,118→ 0 totalExercise: $10.00Exp: 2017-08-06→ Common Stock (2,118 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-10-22−34,125→ 0 totalExercise: $8.50Exp: 2018-06-17→ Common Stock (34,125 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-10-22−64,050→ 0 totalExercise: $18.00Exp: 2019-06-08→ Common Stock (64,050 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-10-22−36,000→ 0 totalExercise: $21.63Exp: 2020-05-18→ Common Stock (36,000 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, 20,617 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 13,716 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 36,554 shares of HP Common Stock at an exercise price per share of $21.31.
- [F2]Includes 68 shares issued on October 20, 2010 under the Issuer's 2007 Employee Stock Purchase Plan.
- [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]16,241 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 3,183 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, 2,994 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 519 shares of HP Common Stock at an exercise price per share of $9.85.
Documents
Issuer
ArcSight Inc
CIK 0001368582
Entity typeother
Related Parties
1- filerCIK 0001424703
Filing Metadata
- Form type
- 4
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 3:43 PM ET
- Size
- 35.6 KB