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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 | ||||||||
Options (Right to Buy) | $ 14.9 | 08/31/2006(2) | 10/01/2014 | Common Stock | 263 | 263 | I | Spouse | |||||||
Put Option (Right to Sell shares to issuer) | $ 28.211 | 10/23/2006 | J | 200,849 (5) | 02/01/2007(3) | 02/10/2007(4) | Common Stock | 200,849 | $ 0 | 301,500 | D | ||||
Put Option (Right to Sell shares to issuer) | $ 28.211 | 10/24/2006 | J | 151,500 (5) | 02/01/2007(3) | 02/10/2007(4) | Common Stock | 151,500 | $ 0 | 150,000 | D | ||||
Put Option (Right to Sell shares to issuer) | $ 28.211 | 10/25/2006 | J | 50,000 (5) | 02/01/2007(3) | 02/10/2007(4) | Common Stock | 50,000 | $ 0 | 100,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wang Zhuo 698 WEST 10000 SOUTH SUITE 500 SOUTH JORDAN, UT 84095 |
President, CEO LANDesk |
/s/Edward Blankenship Attorney-in-Fact for Zhou Wang | 10/25/2006 | |
**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) | The number of remaining shares was reduced by five (5) from the original issue to the reporting person due to rounding on the conversion of LANDesk shares to Avocent shares at the acquisition. |
(2) | Assumption date, original grant date was October 1, 2004. 132 options vested on September 1, 2006 and 131 options vested on October 1, 2006. |
(3) | This date is approximate. The Put Option is exercisable by the reporting person commencing on the date on which Avocent pays the contingent cash consideration (the "earn out") in connection with its acquisition of LANDesk Group Limited to former LANDEsk Shareholders or, if there is no earn out, on certain other dates. |
(4) | This date is approximate. The Put Option expires ten (10) days after it becomes exercisable. See Footnote 3. |
(5) | The reporting person sold shares covered by this Put Option Agreement reducing Avocent's potential obligation to purchase shares. |