ZTI MERGER SUBSIDIARY III INC 4
4 · ZTI MERGER SUBSIDIARY III INC · Filed Nov 18, 2003
Insider Transaction Report
Form 4
ALSOP STEWART II
10% Owner
Transactions
- Conversion
Common Stock
2003-11-13$4.00/sh+6,875,000$27,500,000→ 6,875,000 total(indirect: See Note 1) - Disposition from Tender
Common Stock
2003-11-13−12,831,205→ 0 total(indirect: See Note 1) - Conversion
Series AA Preferred
2003-11-13$4.00/sh−6,875,000$27,500,000→ 0 total(indirect: See Note 1)Exercise: $4.00From: 1988-08-08Exp: 1988-08-08→ Common Stock (6,875,000 underlying) - Conversion
Common Stock
2003-11-13$2.02/sh+5,956,205$12,054,168→ 5,956,205 total(indirect: See Note 1) - Conversion
Series B Preferred
2003-11-13$2.02/sh−5,956,205$12,054,168→ 0 total(indirect: See Note 1)Exercise: $2.02From: 1988-08-08Exp: 1988-08-08→ Common Stock (5,956,205 underlying)
Footnotes (3)
- [F1]The Reporting Person is a general partner of (i) NEA Partners VIII, L.P., the general partner of New Enterprise Associates VIII, L.P.(the "NEA VIII"), (ii) NEA Partners 10, L.P., the general partner of New Enterprise Associates 8A, L.P.(the "NEA 8A"), and (iii) NEA Partners 9, L.P., the general partner of New Enterprise Associates 9, L.P.(the "NEA 9"). The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of such portion of the NEA VIII shares, NEA 8A shares and NEA 9 shares in which the reporting person has no actual pecuniary interest.
- [F2]The Reporting Person held through(i) NEA VIII, 2,587,500 Ser. AA Pfd shares & 1,278,732 Ser. B Pfd shares, (ii) NEA 8A, 537,500 Ser. AA Pfd shares & 1,278,732 Ser. B Pfd shares, and (iii) NEA 9, 3,750,000 Ser. AA Pfd shares & 3,398,741 Ser. B Pfd shares. Such shares of NEA VIII, NEA 8A and NEA 9 converted into 3,866,232 shares, 1,816,232 shares, and 7,148,741 shares, respectively, of Zhone common stock prior to the consummation of the merger effected pursuant to a merger agreement ("Merger Agreement") between Zhone Technologies, Inc. ("Zhone") and Tellium, Inc., which subsequently changed its named to Zhone Technologies, Inc. ("Tellium"). Pursuant to the Merger Agreement, such Zhone common shares were disposed of in exchange for 6,031,046 Tellium common shares. On the effective date of the merger, there was no market for Zhone's common stock, and the closing price of Tellium's common stock was $1.69 per share (as reported on the Nasdaq SmallCap Market).
- [F3]Not applicable.