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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 24.2 | 02/17/2012 | A | 90,000 | 02/17/2013(4) | 02/17/2019 | Common Stock | 90,000 | $ 0 (5) | 90,000 | D | ||||
| Performance Shares | $ 0 (2) | 02/20/2012 | M | 19,481 (6) | 02/20/2012 | 03/01/2012 | Common Stock | 19,481 | $ 0 (5) | 0 | D | ||||
| Performance Shares | $ 0 | 02/17/2012 | A | 75,000 (7) | 02/20/2015(8) | 02/20/2015 | Common Stock | 75,000 | $ 0 (5) | 75,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GAYNOR MITCHELL L 1194 NORTH MATHILDA AVENUE SUNNYVALE, CA 94089 |
EVP General Counsel | |||
| Mitchell L Gaynor | 02/21/2012 | |
| **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) | Represents the issuance of common stock pursuant to the vest of performance share award. |
| (2) | Represents the per share price for the award. |
| (3) | Represents shares withheld from the released share award for the payment of applicable income and payroll withholding taxes due on release. |
| (4) | Vests as to 25% of the shares subject to the option one year from the grant date and the balance shall vest 1/48th of the total shares granted each month thereafter. |
| (5) | Column 8 is not an applicable reportable field. |
| (6) | Represents acquistion of shares vested under the performance share award granted 2/20/2009. The shares vest on the third year anniversary of the grant date and upon determination of the achievement of certain Company performance targets over the three year period. |
| (7) | Represents the maximum quantity of shares issuable. The exact number of shares issuable with respect to each year will be determined based on achievement of certain Company performance targets for each year, as determined by the Compensation Committee of the Board. The executive can earn between 0% and 250% of the target shares with respect to each year. |
| (8) | All of the shares earned over the three year period will vest, provided that the reporting person is still providing service to the Company, after the final calculation is approved by the Compensation Committee. |