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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rightnow Technologies, Inc. (MM) | NASDAQ:RNOW | 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% | 43.00 | 0 | 01:00:00 |
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
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
Rassaby Alan A |
2. Issuer Name
and
Ticker or Trading Symbol
RIGHTNOW TECHNOLOGIES INC [ RNOW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) SVP/General Counsel/Secretary |
RIGHTNOW TECHNOLOGIES, INC., 136 ENTERPRISE BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
BOZEMAN, MT 59718 |
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 | 1/25/2012 | D | 28986 | D | $43 (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 | ||||||||
Employee Stock Option (right to buy) | $12.81 | 1/25/2012 | D | 23225 | (2) | 2/14/2015 | Common Stock | 23225 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $19.25 | 1/25/2012 | D | 30000 | (2) | 1/19/2016 | Common Stock | 30000 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $16.66 | 1/25/2012 | D | 30000 | (2) | 2/7/2017 | Common Stock | 30000 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $10.93 | 1/25/2012 | D | 30000 | (3) | 2/5/2018 | Common Stock | 30000 | (3) | 0 | D | ||||
Employee Stock Option (right to buy) | $8.38 | 1/25/2012 | D | 85000 | (4) | 2/10/2019 | Common Stock | 85000 | (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $14.91 | 1/25/2012 | D | 60000 | (5) | 2/8/2020 | Common Stock | 60000 | (5) | 0 | D | ||||
Employee Stock Option (right to buy) | $27.08 | 1/25/2012 | D | 50000 | (6) | 2/25/2021 | Common Stock | 50000 | (6) | 0 | D |
Explanation of Responses: | |
( 1) | Pursuant to the Agreement and Plan of Merger, dated as of October 23, 2011 (the "Merger Agreement"), by and among RightNow Technologies, Inc. ("RightNow"), OC Acquisition LLC ("Parent"), a Delaware limited liability company and wholly-owned subsidiary of Oracle Corporation ("Oracle"), and Rhea Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent, each share of RightNow common stock was exchanged for $43.00 in cash, without interest and less any applicable withholding taxes. |
( 2) | The option is fully vested. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. |
( 3) | The option vests and becomes exercisable in eight equal semi-annual installments beginning August 5, 2008. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 5,657 shares of Oracle common stock for an exercise price of $7.25 per share. |
( 4) | The option vests and becomes exercisable in eight equal semi-annual installments beginning August 10, 2009. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 48,088 shares of Oracle common stock for an exercise price of $5.56 per share. |
( 5) | The option vests and becomes exercisable in eight equal semi-annual installments beginning August 8, 2010. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 56,574 shares of Oracle common stock for an exercise price of $9.89 per share. |
( 6) | The option vests and becomes exercisable in eight equal semi-annual installments beginning August 25, 2011. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 66,004 shares of Oracle common stock for an exercise price of $17.95 per share. |
Reporting Owners
|
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Reporting Owner Name / Address |
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||||
Director | 10% Owner | Officer | Other | ||
Rassaby Alan A
RIGHTNOW TECHNOLOGIES, INC. 136 ENTERPRISE BLVD. BOZEMAN, MT 59718 |
|
|
SVP/General Counsel/Secretary |
|
Signatures
|
||
/s/ Joshua W. Burnim, Attorney in Fact for: Alan A. Rassaby | 1/25/2012 | |
** 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. |
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