COMPUWARE CORP 4

Accession 0001225208-14-025203

CIK 0000859014operating

View on SEC.gov Company Profile

Filed

Dec 15, 7:00 PM ET

Accepted

Dec 16, 10:31 AM ET

Size

37.8 KB

Accession

0001225208-14-025203

Insider Transaction Report

Form 4

Period: 2014-12-15

COMPUWARE CORPCPWR

PAUL ROBERT C

President & COO

Transactions

Disposition to Issuer
Dividend Equivalent Rights
2014-12-15$10.39/sh−5,430.962$56,423→ 0 total
→ Common stock (5,430.962 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-12-15$0.63/sh−56,022$35,484→ 0 total
Exercise: $9.76From: 2015-05-31Exp: 2022-09-10→ Common stock (56,022 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-12-15$1.01/sh−97,921$99,233→ 0 total
Exercise: $9.38From: 2012-07-01Exp: 2021-07-01→ Common stock (97,921 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-12-15$3.25/sh−3,000,000$9,760,200→ 0 total
Exercise: $7.14From: 2012-08-23Exp: 2021-08-23→ Common stock (3,000,000 underlying)
Disposition to Issuer
Restricted Stock Units
2014-12-15$10.39/sh−35,354$367,300→ 0 total
→ Common stock (35,354 underlying)
Disposition to Issuer
Restricted Stock Units
2014-12-15$10.39/sh−30,973$321,785→ 0 total
From: 2014-05-16→ Common stock (30,973 underlying)
Disposition to Issuer
Restricted Stock Units
2014-12-15$10.39/sh−23,010$239,055→ 0 total
From: 2013-09-10→ Common stock (23,010 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-12-15$0.41/sh−376,344$155,581→ 0 total
Exercise: $9.98From: 2017-05-31Exp: 2024-05-01→ Common stock (376,344 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-12-15$1.37/sh−85,000$116,739→ 0 total
Exercise: $9.02From: 2010-11-08Exp: 2017-11-08→ Common stock (85,000 underlying)
Disposition to Issuer
Common stock
2014-12-15$10.39/sh−66,616$692,087→ 0 total
Disposition to Issuer
Common stock
2014-12-15$10.39/sh−73.994$769→ 0 total(indirect: By 401(k))
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-12-15$2.92/sh−500,000$1,461,700→ 0 total
Exercise: $7.47From: 2009-04-17Exp: 2018-04-17→ Common stock (500,000 underlying)
Disposition to Issuer
Restricted Stock Units
2014-12-15$10.39/sh−10,459$108,661→ 0 total
From: 2012-07-01→ Common stock (10,459 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-12-15$3.53/sh−81,840$288,764→ 0 total
Exercise: $6.86From: 2008-06-22Exp: 2015-06-22→ Common stock (81,840 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-12-15$3.49/sh−85,000$296,939→ 0 total
Exercise: $6.90From: 2009-08-22Exp: 2016-08-22→ Common stock (85,000 underlying)
Disposition to Issuer
Restricted Stock Units
2014-12-15$10.39/sh−90,090$935,963→ 0 total
From: 2015-05-01→ Common stock (90,090 underlying)

Footnotes (11)

[F1]Each dividend equivalent right ("DER") is in the form of RSUs that vest at the time the associated award vests and is the econimic equivalent of one share of Compuware common stock. The DERs were cancelled in the merger in exchange for cash consideration equal to the merger consideration per share multiplied by the number of RSUs held at the time of the merger.
[F10]The restricted stock units ("RSUs") were cancelled in the merger in exchange for cash consideration equal to the merger consideration per share multiplied by the number of RSUs held at the time of the merger.
[F11]The RSU vests annually on the anniversary of the grant in 25% increments.
[F2]The stock option vests on the anniversary date of the grant over three (3) years as follows: 30% on the first anniversary, 30% on the second anniversary and the remaining 40% on the third anniversary.
[F3]The option was cancelled in the merger in exchange for cash consideration. The exercise price was previously reduced by $0.3842 pursuant to the terms of the plan to reflect the Covisint Corporation spin-off. The cash consideration equals the difference between the merger consideration per share and the adjusted exercise price per share, multiplied by the number of unexercised options held at the time of the merger.
[F4]The stock option would have vested upon the satisfaction of certain performance conditions.
[F5]The stock option vests on the anniversary date of the grant over five (5) years as follows: 50% on the third anniversary, 25% on the fourth anniversary and the remaining 25% on the fifth anniversary.
[F6]The stock option vests annually on the anniversary of the grant in 25% increments.
[F7]The stock option vests on the anniversary date of the grant over three (3) years as follows: 40% on the first anniversary, 30% on the second anniversary and the remaining 30% on the third anniversary.
[F8]1 for 1
[F9]The RSU would have vested on the earliest of March 31, 2015, a change in control with termination, involuntary termination without cause, death or disability.

Documents

1 file

4
doc4.xmlPrimary

Issuer

COMPUWARE CORP

CIK 0000859014

→

Entity typeoperating

IncorporatedMI

Related Parties

filerCIK 0000859014

Filing Metadata

Form type: 4
Filed: Dec 15, 7:00 PM ET
Accepted: Dec 16, 10:31 AM ET
Size: 37.8 KB

View on SEC.gov