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HILL (MM)

9.75
0.00 (0.00%)
Pre Market
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
(MM) NASDAQ:HILL 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% 9.75 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

08/10/2015 5:13pm

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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CHRIST CHARLES F
2. Issuer Name and Ticker or Trading Symbol

DOT HILL SYSTEMS CORP [ HILL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

1351 S. SUNSET STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

10/6/2015
(Street)

LONGMONT, CO 80501
(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
Common Stock   10/6/2015     D    278061   D   (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
Director Stock Option (Right to Buy)   $4.33   10/6/2015     D         20000      (2) 5/7/2016   Common Stock   20000     (2) 0   D    
Director Stock Option (Right to Buy)   $3.85   10/6/2015     D         20000      (2) 5/24/2017   Common Stock   20000     (2) 0   D    
Director Stock Option (Right to Buy)   $2.70   10/6/2015     D         20000      (2) 5/8/2018   Common Stock   20000     (2) 0   D    
Director Stock Option (Right to Buy)   $0.94   10/6/2015     D         10000      (2) 6/14/2019   Common Stock   10000     (2) 0   D    
Director Stock Option (Right to Buy)   $1.75   10/6/2015     D         10000      (2) 5/2/2020   Common Stock   10000     (2) 0   D    
Director Stock Option (Right to Buy)   $2.95   10/6/2015     D         10000      (2) 5/1/2021   Common Stock   10000     (2) 0   D    
Director Stock Option (Right to Buy)   $1.15   10/6/2015     D         10000      (2) 5/6/2022   Common Stock   10000     (2) 0   D    
Director Stock Option (Right to Buy)   $1.74   10/6/2015     D         10000      (2) 5/5/2023   Common Stock   10000     (2) 0   D    
Director Stock Option (Right to Buy)   $4.03   10/6/2015     D         10000      (2) 5/4/2024   Common Stock   10000     (2) 0   D    
Director Stock Option (Right to Buy)   $6.44   10/6/2015     D         15000      (3) 5/3/2022   Common Stock   15000     (3) 0   D    
Director Stock Option (Right to Buy)   $2.42   10/6/2015     D         50000      (2) 8/12/2020   Common Stock   50000     (2) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 18, 2015, among the Issuer, Seagate HDD Cayman ("Parent"), and Denali Acquisition Sub Corp., a wholly-owned subsidiary of Parent ("Merger Sub"), in exchange for cash consideration of $9.75 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
( 2)  This option, which was fully vested on the closing date of the Merger (October 6, 2015), was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share minus the per share exercise price of the option, subject to any applicable tax withholdings.
( 3)  This option, which provided for vesting of 100% of the shares subject to the option on May 4, 2016, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CHRIST CHARLES F
1351 S. SUNSET STREET
LONGMONT, CO 80501
X



Signatures
/s/ Hanif I. Jamal, attorney-in-fact 10/8/2015
** 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.

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