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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 | ||||||||
| Stock Options (Right to Buy) | $ 12.33 | 01/28/2010 | D | 36,760 | 02/19/2008 | 02/18/2018 | Common Stock | 36,760 | $ 0 (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $ 13.82 | 01/28/2010 | D | 20,000 | 10/25/2002 | 10/24/2015 | Common Stock | 20,000 | $ 0 (4) | 0 | D | ||||
| Stock Options (Right to Buy) | $ 15.87 | 01/28/2010 | D | 30,000 | 02/20/2006 | 02/19/2016 | Common Stock | 30,000 | $ 0 (5) | 0 | D | ||||
| Stock Options (Right to Buy) | $ 23.86 | 01/28/2010 | D | 75,000 | 08/17/2005 | 08/16/2015 | Common Stock | 75,000 | $ 0 (6) | 0 | D | ||||
| Stock Options (Right to Buy) | $ 25.7 | 01/28/2010 | D | 15,000 | 02/19/2007 | 02/18/2017 | Common Stock | 15,000 | $ 0 (6) | 0 | D | ||||
| Restricted Stock Units | $ 0 | 01/28/2010 | D | 20,000 | 11/19/2008 | 05/20/2011 | Common Stock | 20,000 | $ 0 (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BERRY MICHAEL J I2 TECHNOLOGIES, INC. 11701 LUNA ROAD DALLAS, TX 75234 |
EVP & Chief Financial Officer | |||
| Robin Gunter, Attorney-in-Fact | 02/01/2010 | |
| **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) | On November 4, 2009, i2 Technologies, Inc. (i2) and JDA Software Group, Inc. (JDA) entered into a merger agreement which provided for a merger in which i2 would become a wholly-owned subsidiary of JDA. The Merger became effective on January 28, 2010. At the effective time of the Merger, each outstanding share of i2 common stock converted into the right to receive (i) $12.70 in cash and (ii) 0.2562 shares of JDA common stock (together, the "Merger Consideration"). The closing sales price of JDA common stock on the NASDAQ on the closing date was $27.68. Accordingly, the value of the Merger Consideration on the Closing Date for each share of i2 common stock was $19.79 ($12.70 + 7.09 = $ 19.79). |
| (2) | These shares represent former shares of performance-based restricted stock units that, pursuant to the terms of the restricted stock unit agreements and the Merger Agreement, vested immediately prior to the effective time of the Merger. |
| (3) | Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $175,983.62 and 3,550 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. |
| (4) | Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $76,623.55 and 1,545 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. |
| (5) | Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $75,468.42 and 1,522 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. |
| (6) | Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled. |
| (7) | The restricted stock unit, which provided for vesting in two equal annual installments beginning May 19, 2010, was cancelled in the merger in exchange for a cash payment of $254,000.00 and 5,124 shares of JDA common stock, for a total value of $395.800.00, representing the Merger Consideration. |