4//SEC Filing
Phelps William 4
Accession 0001365303-12-000020
CIK 0001400400other
Filed
Feb 15, 7:00 PM ET
Accepted
Feb 16, 2:47 PM ET
Size
17.3 KB
Accession
0001365303-12-000020
Insider Transaction Report
Form 4
DemandTec, Inc.DMAN
Phelps William
EVP & Chief Customer Officer
Transactions
- Disposition to Issuer
Common Stock
2012-02-14−56,667→ 30,000 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2012-02-14$2.20/sh−204,550$450,010→ 0 totalExercise: $11.00Exp: 2017-06-19→ Common Stock (204,550 underlying) - Disposition to Issuer
Common Stock
2012-02-14−30,000→ 0 total - Disposition to Issuer
Incentive Stock Option (right to buy)
2012-02-14$2.20/sh−45,450$99,990→ 0 totalExercise: $11.00Exp: 2017-06-19→ Common Stock (45,450 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2012-02-14−94,000→ 0 totalExercise: $6.17Exp: 2017-04-05→ Common Stock (94,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2012-02-14−150,000→ 0 totalExercise: $10.37Exp: 2015-03-03→ Common Stock (150,000 underlying)
Footnotes (9)
- [F1]Consists of restricted stock units ("RSUs") that were converted, pursuant to a merger agreement between the Issuer and International Business Machines Corporation ("IBM") into RSUs with respect to shares of IBM common stock, with each RSU converted into 0.069376 IBM RSUs. Pursuant to the merger agreement, the performance conditions applicable to the units were deemed satisfied at 100% of target performance.
- [F2]Consists of RSUs that were converted, pursuant to the merger agreement, into RSUs with respect to shares of IBM common stock, with each RSU converted into 0.069376 IBM RSUs.
- [F3]The stock option is fully vested and exercisable.
- [F4]Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $99,990.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger.
- [F5]Option vests and becomes exercisable as to 12.5% of the shares subject to the option on October 6, 2010 and as to 1/48 of the shares monthly thereafter over the remaining 42 months.
- [F6]Pursuant to the terms of the merger agreement this option was, (i) with respect to 39,833 vested shares, cancelled in exchange for a cash payment of $280,025.99, representing the aggregate difference between the exercise price of the option and the merger consideration of $13.20 per share, less applicable withholding taxes; and, (ii) with respect to 54,167 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $88.94 per share, with the right to acquire each Issuer share converted into the right to acquire 0.069376 shares of IBM common stock.
- [F7]Option vests and becomes exercisable as to 12.5% of the shares subject to the option on September 4, 2008 and as to 1/48 of the shares monthly thereafter over the remaining 42 months.
- [F8]Pursuant to the terms of the merger agreement this option was, (i) with respect to 146,875 vested shares, cancelled in exchange for a cash payment of $415,656.25, representing the aggregate difference between the exercise price of the option and the merger consideration of $13.20 per share, less applicable withholding taxes; and, (ii) with respect to 3,125 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $149.48 per share, with the right to acquire each Issuer share converted into the right to acquire 0.069376 shares of IBM common stock.
- [F9]Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $450,010.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger.
Documents
Issuer
DemandTec, Inc.
CIK 0001400400
Entity typeother
Related Parties
1- filerCIK 0001407715
Filing Metadata
- Form type
- 4
- Filed
- Feb 15, 7:00 PM ET
- Accepted
- Feb 16, 2:47 PM ET
- Size
- 17.3 KB