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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 | (2) | 04/21/2010 | M | 50,000 (3) | 04/21/2010 | 04/21/2010 | Common Stock | 50,000 (4) | (2) | 0 | D | ||||
Restricted Stock Units | (2) | 04/21/2010 | M | 25,000 (5) | 04/21/2010 | 04/21/2010 | Common Stock | 25,000 (4) | (2) | 0 | D | ||||
Stock Option (right to buy) | $ 2.87 | 04/21/2010 | D | 49,000 (6) | (6) | 11/24/2016 | Common Stock | 49,000 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bruchey Marchai Burris 20400 STEVENS CREEK BLVD. SUITE 400 CUPERTINO, CA 95014 |
SVP & Chief Marketing Officer |
/s/ Peter Norman (Attorney-In-Fact) | 04/29/2010 | |
**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) | Disposed of pursuant to the terms of the Agreement and Plan of Merger dated March 14, 2010 by and among Pegasystems Inc., Maple Leaf Acquisition Corp. and Chordiant Software, Inc. (the "Merger Agreement") in exchange for the right to receive an amount in cash equal to $5.00 per share on the effective date of the merger. |
(2) | Each restricted stock unit represents a contingent right to receive one share of CHRD common stock. |
(3) | Reflects shares that vested on 4/21/2010 under RSU grant from 05/12/2009 |
(4) | Reflects conversion of RSU into Common Stock |
(5) | Reflects shares that vested on 4/21/2010 under RSU grant from 11/24/2009 |
(6) | This option, which provided for vesting in equal monthly installments over four years beginning 11/24/2009, was assumed by Pegasystems Inc. pursuant to the Merger Agreement and replaced with an option to purchase 6,408 shares of Pegasystems Inc. common stock for $21.943 per share. |