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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Unica (MM) | NASDAQ:UNCA | 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% | 21.00 | 0 | 00:00:00 |
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: February 28, 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
*
SCHECHTER ROBERT |
2. Issuer Name
and
Ticker or Trading Symbol
UNICA CORP [ UNCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
170 TRACER LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
WALTHAM, MA 02451 |
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 | 10/5/2010 | D | 7164 | D | $21.00 (1) | 0 | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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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 | ||||||||
Restricted Stock Units | (2) | 10/5/2010 | D | 5000 | (3) | (4) | Common Stock | 5000 | (3) | 0 | D | ||||
Nonqualified Stock Option | $9.00 | 10/5/2010 | D | 13333 | (5) | 1/27/2015 | Common Stock | 13333 | $12.00 | 0 | D | ||||
Nonqualified Stock Option | $12.74 | 10/5/2010 | D | 20000 | (6) | 2/27/2016 | Common Stock | 20000 | $8.26 | 0 | D | ||||
Nonqualified Stock Option | $11.40 | 10/5/2010 | D | 20000 | (7) | 3/6/2013 | Common Stock | 20000 | $9.60 | 0 | D | ||||
Nonqualified Stock Option | $6.46 | 10/5/2010 | D | 20000 | (8) | 3/7/2014 | Common Stock | 20000 | $14.54 | 0 | D | ||||
Nonqualified Stock Option | $4.84 | 10/5/2010 | D | 5000 | (9) | 2/26/2015 | Common Stock | 5000 | $16.16 | 0 | D | ||||
Nonqualified Stock Option | $8.75 | 10/5/2010 | D | 5000 | (10) | 2/25/2016 | Common Stock | 5000 | (10) | 0 | D |
Explanation of Responses: | |
( 1) | Shares were disposed of pursuant to the merger agreement between the Issuer and International Business Machines Corporation ("IBM") in exchange for a cash payment of $21.00 per share on the effective date of the merger. |
( 2) | Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. |
( 3) | Pursuant to the terms of the restricted stock unit award agreement and resolutions adopted by the board of directors of the issuer, 100% of the restricted stock units vested at the effective time of the merger. Each such restricted stock unit that vested at the effective time of the merger agreement was disposed of pursuant to the merger agreement in exchange for a cash payment of $21.00 per restricted stock unit. |
( 4) | These restricted stock units do not have an expiration date. |
( 5) | This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $159,996, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00. |
( 6) | This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $165,200, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00. |
( 7) | This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $192,000, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00. |
( 8) | This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $290,800, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00. |
( 9) | This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $80,800, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00. |
( 10) | This option was granted on February 25, 2010 and provided for vesting as to 100% of the underlying shares on February 25, 2011. Pursuant to the terms of the option award agreement and resolutions adopted by the board of directors of the Issuer, at the effective time of the merger, 100% of the then unvested options vested. Pursuant to the merger agreement and an option cancellation agreement between the Issuer and the reporting person, this option was cancelled in exchange for a cash payment equal to $61,250, before reduction for taxes, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00. |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
SCHECHTER ROBERT
170 TRACER LANE WALTHAM, MA 02451 |
X |
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Signatures
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/s/ Jason W. Joseph, General Counsel and Secretary by Power of Attorney | 10/7/2010 | |
** 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 Unica (MM) Chart |
1 Month Unica (MM) Chart |
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