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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Compellent Technologies | NYSE:CML | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.75 | 0.00 | 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
*
SPRENG R DAVID |
2. Issuer Name
and
Ticker or Trading Symbol
COMPELLENT TECHNOLOGIES INC [ CML ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
C/O CRESCENDO VENTURES, 480 COWPER STREET, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
PALO ALTO, CA 94301 |
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 | 2/22/2011 | D (1) | 2921613 | D | $27.75 (2) | 0 | I | By Crescendo IV, L.P. (3) (4) | ||
Common Stock | 2/22/2011 | D (1) | 185555 | D | $27.75 (2) | 0 | I | By Crescendo IV AG & Co. Beteiligungs KG (3) (5) | ||
Common Stock | 2/22/2011 | D (1) | 54794 | D | $27.75 (2) | 0 | I | By Crescendo IV Entrepreneurs Fund, L.P. (3) (6) | ||
Common Stock | 2/22/2011 | D (1) | 18243 | D | $27.75 (2) | 0 | I | By Crescendo IV Entrepreneurs Fund A L.P. (3) (7) |
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 | ||||||||
Stock Option (Right to Buy) | $8.64 | 2/22/2011 | D (1) | 60260 | (8) | 2/18/2015 (8) | Common Stock | 60260 | (8) | 0 | D | ||||
Stock Option (Right to Buy) | $13.43 | 2/22/2011 | D (1) | 14730 | (8) | 2/16/2016 (8) | Common Stock | 14730 | (8) | 0 | D | ||||
Stock Option (Right to Buy) | $15.74 | 2/22/2011 | D (1) | 11236 | (8) | 2/16/2017 (8) | Common Stock | 11236 | (8) | 0 | D |
Explanation of Responses: | |
( 1) | Disposed of pursuant to the Agreement and Plan of Merger dated December 12, 2010 by and among the Issuer, Dell International L.L.C. and Dell Trinity Holdings Corp.(the "Merger Agreement"). |
( 2) | Disposed of pursuant to the Merger Agreement in exchange for $27.75 for each share of the Issuer's common stock held by the Reporting Person. |
( 3) | R. David Spreng is the managing member of Crescendo Ventures IV, LLC ("Crescendo LLC") and Crescendo German Investments IV, LLC ("Crescendo GI"). Crescendo LLC is the general partner Crescendo IV, L.P. ("Crescendo IV"), Crescendo IV Enterpreneurs Fund, L.P. ("Crescendo EF") and Crescendo IV Entrepreneurs Fund A, L.P. ("Crescendo EFA") and Crescendo GI is the general partner of Crescendo IV AG & Co. Beteiligungs KG ("Crescendo KG"). Mr. Spreng disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, and this report shall not be deemed to be an admission that Mr. Spreng is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
( 4) | Consists of shares owned by Crescendo IV. Crescendo LLC, as the general partner of Crescendo IV, may be deemed to beneficially own the shares owned by Crescendo IV. Mr. Spreng disclaims beneficial ownership of the shares owned by Crescendo IV except to the extent of his pecuniary interest. |
( 5) | Consists of shares owned by Crescendo KG. Crescendo GI, as the general partner of Crescendo KG, may be deemed to beneficially own the shares owned by Crescendo KG. Mr. Spreng disclaims beneficial ownership of the shares owned by Crescendo KG except to the extent of his pecuniary interest. |
( 6) | Consists of shares owned by Crescendo EF. Crescendo LLC, as the general partner of Crescendo EF, may be deemed to beneficially own the shares owned by Crescendo EF. Mr. Spreng disclaims beneficial ownership of the shares owned by Crescendo EF except to the extent of his pecuniary interest. |
( 7) | Consists of shares owned by Crescendo EFA. Crescendo LLC, as the general partner of Crescendo EFA, may be deemed to beneficially own the shares owned by Crescendo EFA. Mr. Spreng disclaims beneficial ownership of the shares owned by Crescendo EF except to the extent of his pecuniary interest. |
( 8) | Pursuant to the Merger Agreement, this option was cancelled as of February 22, 2011 in exchange for a cash payment equal to the product of (i) the number of the Issuer's common stock subject to the option multiplied by (ii) the excess of $27.75 over the per share exercise price of the option. |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
SPRENG R DAVID
C/O CRESCENDO VENTURES 480 COWPER STREET, SUITE 300 PALO ALTO, CA 94301 |
X | X |
|
|
Signatures
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||
/s/ Nicole C. Brookshire, Attorney-in-Fact for R. David Spreng | 2/23/2011 | |
** 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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