FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ACCELRYS, INC. [ ACCL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 07/01/2010 | A | 725 | A | (1) | 725 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Non-Qualified Stock Option (right to buy) | $5.5 | 07/01/2010 | A | 11,859 | 07/01/2010 | 12/31/2010 | Common Stock | 11,859 | (2) | 11,859 | D | ||||
Non-Qualified Stock Option (right to buy) | $5.5 | 07/01/2010 | A | 11,859 | (3) | 12/31/2011 | Common Stock | 11,859 | (3) | 11,859 | D | ||||
Non-Qualified Stock Option (right to buy) | $12.59 | 07/01/2010 | A | 78,020 | (4) | 08/03/2013 | Common Stock | 78,020 | (4) | 78,020 | D | ||||
Non-Qualified Stock Option (right to buy) | $4.73 | 07/01/2010 | A | 78,020 | (5) | 12/08/2015 | Common Stock | 78,020 | (5) | 78,020 | D |
Explanation of Responses: |
1. Received in exchange for 930 shares of Symyx Technologies, Inc. ("Symyx") common stock in connection with the merger of Alto Merger Sub, Inc., a wholly-owned subsidiary of Accelrys, Inc. ("Accelrys"), with and into Symyx, with Symyx surviving as a wholly-owned subsidiary of Accelrys (the "Merger"). On the effective date of the Merger, the closing price of Symyx's common stock was $5.01 per share and the closing price of Accelrys's common stock was $6.66 per share. |
2. This option was received in the Merger in exchange for a non-qualified stock option to acquire 15,200 shares of Symyx common stock at an exercise price of $4.29 per share. |
3. This option, which vests on March 1, 2011, was received in the Merger in exchange for a non-qualified stock option to acquire 15,200 shares of Symyx common stock at an exercise price of $4.29 per share. |
4. This option, which provided for vesting in increments of (i) 20% of the option shares on June 1, 2009, (ii) 40% of the option shares on June 1, 2010 and (iii) the remaining 40% of the option shares on June 1, 2011, was received in the Merger in exchange for a non-qualified stock option to acquire 100,000 shares of Symyx common stock at an exercise price of $9.82 per share. |
5. This option, which provided for vesting in increments of (i) 16.67% of the option shares on June 8, 2009 and (ii) the remaining balance of the option shares in equal consecutive quarterly installments over the 30-month period thereafter until fully-vested, was received in the Merger in exchange for a non-qualified stock option to acquire 100,000 shares of Symyx common stock at an exercise price of $3.69 per share. |
/s/ Shannon Catalano, Attorney-In-Fact | 07/06/2010 | |
** 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 Number. |