Statement of Changes in Beneficial Ownership (4)
2013年9月17日 - 8:19AM
Edgar (US Regulatory)
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FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Cook Raymond D
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2. Issuer Name
and
Ticker or Trading Symbol
STEC, INC.
[
STEC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP & CHIEF FINANCIAL OFFICER
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(Last)
(First)
(Middle)
C/O STEC, INC., 3001 DAIMLER STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/12/2013
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(Street)
SANTA ANA, CA 92705-5812
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Conmon Stock
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9/12/2013
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D
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161750
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D
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$6.85
(1)
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0
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D
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Common Stock
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9/12/2013
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D
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29436
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D
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$6.85
(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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(3)
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9/12/2013
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D
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37500
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9/12/2013
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(3)
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Common Stock
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37500
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(3)
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0
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D
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Stock Option (Right to Buy)
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(4)
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9/12/2013
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D
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140000
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9/12/2013
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(4)
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Common Stock
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140000
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(4)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger, dated as of June 23, 2013 (the "Merger Agreement"), by and among sTec, Inc. (the "Issuer"), Western Digital Corporation ("WDC") and Lodi Ventures, Inc. ("Merger Sub"), on September 12, 2013 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"). In connection with the termination of employment of Mr. Cook with the Issuer immediately prior to the Effective Time, these restricted stock units were accelerated to fully vest immediately prior to the Effective Time, and were cancelled and converted into the right to receive $6.85 per share in cash (the "Merger Consideration") at the Effective Time.
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(
2)
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These shares of common stock of the Issuer were automatically cancelled and converted into the right to receive the Merger Consideration.
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(
3)
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This option was fully vested at the Effective Time, had an exercise price less than the Merger Consideration, and was converted into an option to purchase 3,983 shares of WDC common stock for $33.14 per share at the Effective Time. Given that Mr. Cook's employment with the Issuer was terminated immediately prior to the Effective Time, he will only have 90 days after the Effective Time to exercise this substituted option.
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(
4)
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These options, which were fully vested or accelerated to fully vest at the Effective Time, had exercise prices greater than the Merger Consideration, and were converted into options (similarly out of the money) to purchase shares of WDC common stock at the Effective Time. Given that Mr. Cook's employment with the Issuer was terminated immediately prior to the Effective Time, he will only have 90 days after the Effective Time to exercise these substituted options.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cook Raymond D
C/O STEC, INC.
3001 DAIMLER STREET
SANTA ANA, CA 92705-5812
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EVP & CHIEF FINANCIAL OFFICER
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Signatures
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/s/ Raymond D. Cook /rms under power of attorney
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9/16/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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