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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 Unit | $ 0 | 03/19/2013 | A | 166,500 | (5)(6) | (9) | Common Stock | 166,500 | $ 0 | 166,500 | D | ||||
| Restricted Stock Unit | $ 0 | 03/19/2013 | A | 99,900 (1) | (5)(7) | (9) | Common Stock | 99,900 | $ 0 | 99,900 | D | ||||
| Restricted Stock Unit | $ 0 | 03/19/2013 | A | 66,600 (2) | (5)(7) | (9) | Common Stock | 66,600 | $ 0 | 66,600 | D | ||||
| Restricted Stock Unit | $ 0 | 03/19/2013 | A | 90,000 (3) | (5)(8) | (9) | Common Stock | 90,000 | $ 0 | 90,000 | D | ||||
| Restricted Stock Unit | $ 0 | 03/19/2013 | A | 60,000 (4) | (5)(8) | (9) | Common Stock | 60,000 | $ 0 | 60,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PICKUS JOSHUA 900 CHESAPEAKE DRIVE, SECOND FLOOR REDWOOD CITY, CA 94063 |
X | President & CEO | ||
| /s/ Greg Wrenn, by power of attorney | 03/21/2013 | |
| **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) | If the Company achieves 90% or more of its Board-approved target revenue for fiscal year 2013, then 50% to 100% of the shares subject to this grant (based on a straight-line sliding scale of revenue achieved between 90% and 100% of plan) shall vest in accordance with Column 6. No shares subject to this grant may vest if the Company achieves less than 90% of such target revenue. In no case shall more than 100% of the shares vest. |
| (2) | If the Company achieves 90% or more of its Board-approved target non-GAAP adjusted net income for fiscal year 2013, then 50% to 100% of the shares subject to this grant (based on a straight-line sliding scale of income achieved between 90% and 100% of plan) shall vest in accordance with Column 6. No shares subject to this grant may vest if the Company achieves less than 90% of such target income. In no case shall more than 100% of the shares vest. |
| (3) | If the Company achieves 100% or more of its Board-approved target revenue for fiscal year 2013, then 0% to 100% of the shares subject to this grant (based on a straight-line sliding scale of revenue achieved between 100% and 105% of plan) shall vest in accordance with Column 6. No shares subject to this grant may vest if the Company achieves 100% or less of such target revenue. In no case shall more than 100% of the shares vest. |
| (4) | If the Company achieves 100% or more of its Board-approved target non-GAAP adjusted net income for fiscal year 2013, then 0% to 100% of the shares subject to this grant (based on a straight-line sliding scale of income achieved between 100% and 110% of plan) shall vest in accordance with Column 6. No shares subject to this grant may vest if the Company achieves 100% or less of such target income. In no case shall more than 100% of the shares vest. |
| (5) | 1/3rd of the shares subject to the grant vest on the first anniversary of the grant date (i.e. March 19, 2014), and 1/6th of the shares subject to the grant vest on each six-month anniversary thereafter over the next two years, through March 19, 2016. |
| (6) | This grant is eligible for 100% acceleration in the event of a Change of Control followed within one year by termination without cause or resignation for Good Reason by the grantee. |
| (7) | This grant is eligible for 100% acceleration in the event of a Change of Control followed within one year by termination without cause or resignation for Good Reason by the grantee provided, however, that if the Change of Control occurs prior to the date performance targets are actually met as determined by the Compensation Committee of the Board of Directors, this grant will be eligible for full acceleration at the 100% target level. |
| (8) | This grant is eligible for 100% acceleration in the event of a Change of Control followed within one year by termination without cause or resignation for Good Reason by the grantee provided, however, that this grant is not eligible for any Change of Control acceleration provisions unless and until performance targets are actually met as determined by the Compensation Committee of the Board of Directors. |
| (9) | Not applicable |