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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $ 0 | 02/16/2011 | A | 41,436 | (4) | (5) | Common Stock | 41,436 | $ 0 | 41,436 | D | ||||
Restricted Stock Units | $ 0 | 02/17/2011 | M | 20,718 | (4) | (5) | Common Stock | 20,718 | $ 0 | 20,718 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Smith Stephen M ONE LAGOON DRIVE REDWOOD CITY, CA 94065 |
X | CEO & President |
Darrin B. Short, Attorney-in-Fact | 02/18/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares sold pursuant to a 10b5-1 Trading Plan. |
(2) | The average price of $91.2664 consists of the following blocks of shares: 100 shares sold at $90.67, 100 at $90.72, 108 at $90.74, 100 at $90.75, 300 at $90.77, 10 at $90.78, 100 at $90.7855, 300 at $90.79, 300 at $90.81, 100 at $90.82, 100 at $90.83, 100 at $90.85, 100 at $90.86, 100 at $90.87, 210 at $90.88, 100 at $90.89, 100 at $90.90, 200 at $90.91, 200 at $90.92, 100 at $90.93, 87 at $90.96, 245 at $90.97, 100 at $90.99, 200 at $91.00, 100 at $91.10, 100 at $91.11, 100 at $91.13, 100 at $91.15, 100 at $91.19, 17 at $91.20, 100 at $91.21, 100 at $91.24, 100 at $91.25, 100 at $91.26, 100 at $91.27, 200 at $91.28, 200 at $91.29, 100 at $91.30, 100 at $91.322, 100 at $91.33, 100 at $91.34, 100 at $91.38, 100 at $91.40, 300 at $91.42, 100 at $91.43, 200 at $91.44, 100 at $91.45, 100 at $91.46, 9 at $91.47, 100 at $91.48, 100 at $91.51, 200 at $91.52, 200 at $91.54, 100 at $91.545, 100 at $91.55, 100 at $91.56, 100 at $91.57. |
(3) | Additional blocks of shares were 200 at $91.58, 200 at $91.59, 300 at $91.60, 100 at $91.62, 100 at $91.63, 300 at $91.64, 50 at $91.645, 50 at $91.65, 100 at $91.68, 100 at $91.70, 200 at $91.73, 100 at $91.74, 100 at $91.81, 100 at $91.82, 100 at $91.84, 100 at $91.91, 100 at $91.93 and 100 at $91.97. |
(4) | On March 15, 2010, the reporting person was granted performance restricted stock units, the vesting of which was subject to both continued service and the attainment of certain revenue and EBITDA targets for 2010. These targets were achieved at the rate of 110.5% out of a possible 120%, therefore 50% of the achievement level of the award vested on 2/17/2011, with 25% additional units of the achievement level of the award scheduled to vest on each of February 15, 2012 and February 15, 2013, subject solely to continued service. |
(5) | Restricted stock unit award expires upon reporting person's termination of employment. |