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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) | $ 44.06 | 02/01/2012 | A | 82,000 | (5) | 02/01/2019 | Common Stock | 82,000 | $ 0 | 82,000 | D | ||||
| Non-qualified stock option (right to buy) | $ 12.64 | 02/01/2012 | M | 50,000 | 02/01/2011 | 02/01/2014 | Common Stock | 50,000 | $ 0 | 0 | D | ||||
| Performance-based restricted stock unit | (6) | 02/01/2012 | A | 6,500 | (7) | (7) | Common Stock | 6,500 | $ 0 | 6,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PANCHA GIRISH 100 CARDINAL WAY REDWOOD CITY, CA 94063 |
EVP, Data Int. Product Div | |||
| /s/Peter McGoff Attorney in fact for Girish Pancha | 02/07/2012 | |
| **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) | These securities are restricted stock units. Each unit represents the Reporting Person's right to receive one share of common stock. These restricted stock units shall vest at the rate of 1/4th of the shares subject to such restricted stock units as of the first anniversary of the vesting commencement date and 1/4th of the shares subject to such restricted stock units as of each of the subsequent anniversaries of the vesting commencement date thereafter, assuming continued service with the Company on each vesting date. For the purposes of the restricted stock unit grants, the vesting commencement date is 2/1/2012. |
| (2) | All trades occurred within the price range of $44.02 and $44.16. The reported price is the weighted average for trades within this range. |
| (3) | These shares were withheld by the Company as required for related tax liability in connection with the vesting of restricted stock units granted in prior years. This amount is amended and restated to correct an error in the amount previously reported in the original Form 4. |
| (4) | Certain of these securities are restricted stock units. Each unit represents the Reporting Person's right to receive one share of Common Stock, subject to the applicable vesting schedule. This amount is amended and restated to correct an error in the amount previously reported in the original Form 4. |
| (5) | These options are exercisable at the rate of 1/48th of the shares subject to such options on each monthly anniversary of the vesting commencement date. Such options shall have a term of seven years from the date of grant. |
| (6) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
| (7) | This performance-based restricted stock unit ("PSRU") award is eligible to vest as follows: (1) 50% of the award is eligible to vest upon achievement of certain performance criteria based on total revenues, and (2) 50% of the award is eligible to vest upon achievement of certain performance criteria based on non-GAAP operating income. The actual PRSU award earned will vest as to 1/4th of the shares on each anniversary of the original grant date. The number of shares reflected is at the target award amount. No PRSUs will be earned below the target level of performance. At or above the target level of performance, the actual number of shares may range from 100% to 150% of the target award amount. |