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ESIC Easylink Services International Corp. - Class A (MM)

7.25
0.00 (0.00%)
After Hours
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Easylink Services International Corp. - Class A (MM) NASDAQ:ESIC NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 7.25 0 00:00:00

- Statement of Changes in Beneficial Ownership (4)

06/07/2012 2:59am

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Harper Patrick A
2. Issuer Name and Ticker or Trading Symbol

EASYLINK SERVICES INTERNATIONAL CORP [ ESIC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Worldwide Operations
(Last)          (First)          (Middle)

600 THE CORNERS PARKWAY, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

7/2/2012
(Street)

NORCROSS, GA 30092
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
class A common stock   7/2/2012     D    1000   (1) D $7.25   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
class A common stock   $4.12   7/2/2012     D         50000      (2) 3/10/2021   class A common stock   50000   $3.13   0   D    
class A common stock   $4.25   7/2/2012     D         100000      (3) 9/28/2021   class A common stock   100000   $3.00   0   D    

Explanation of Responses:
( 1)  Disposed of in a transaction exempt under Section 16(b) of the Securities Act of 1934, as amended (the "Exchange Act"), by virtue of Rule 16b-3(e) thereunder, pursuant to an Agreement and Plan of Merger, dated as of May 1, 2012 (the "Merger Agreement"), by and among Open Text Corporation ("Parent"), Epic Acquisition Sub Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") and EasyLink Services International Corporation (the "Company"). Under the Merger Agreement, Merger Sub was merged into the Company (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Company's class A common stock (the "Common Stock") was cancelled and converted automatically into the right to receive $7.25 in cash (the "Merger Consideration").
( 2)  This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Exchange Act, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment of $156,500, representing the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of Common Stock subject to the option and (ii) the aggregate number of shares of Common Stock issuable upon exercise of the option.
( 3)  This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Exchange Act, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment of $300,000, representing the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of Common Stock subject to the option and (ii) the aggregate number of shares of Common Stock issuable upon exercise of the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Harper Patrick A
600 THE CORNERS PARKWAY
SUITE 100
NORCROSS, GA 30092


SVP, Worldwide Operations

Signatures
/s/ Larry W. Shackelford, as Attorney-in-Fact for Patrick A. Harper 7/5/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

1 Year Easylink Services International Corp. - Class A (MM) Chart

1 Year Easylink Services International Corp. - Class A (MM) Chart

1 Month Easylink Services International Corp. - Class A (MM) Chart

1 Month Easylink Services International Corp. - Class A (MM) Chart