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
AIRVANA INC [ AIRV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/09/2010 | ||||||||||||||||||||||||||
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 | 04/09/2010 | D | 1,650 | D | (1) | 0 | D | |||
Common Stock | 04/09/2010 | D | 7,100,218 | D | (2) | 0 | I | By Matrix Partners VI, L.P.(3) | ||
Common Stock | 04/09/2010 | D | 5,059,609 | D | (4) | 0 | I | By Matrix Partners VII, L.P.(5) | ||
Common Stock | 04/09/2010 | D | 2,368,728 | D | (6) | 0 | I | By Matrix Parallel Partnership-A, L.P.(7) | ||
Common Stock | 04/09/2010 | D | 793,814 | D | (8) | 0 | I | By By Matrix Parallel Partnership-B, L.P.(9) | ||
Common Stock | 04/09/2010 | D | 1,670,639 | D | (10) | 0 | I | By Weston & Co. VI LLC(11) | ||
Common Stock | 04/09/2010 | D | 7,601 | D | (12) | 0 | I | By Weston & Co. VII LLC(13) |
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 | ||||||||
Stock Option (Right to Buy) | $7 | 04/09/2010 | D | 37,509 | (14) | 07/18/2017 | Common Stock | 37,509 | $0.65 | 0 | D | ||||
Stock Option (Right to Buy) | $5.71 | 04/09/2010 | D | 18,754 | (15) | 05/21/2018 | Common Stock | 18,754 | $1.94 | 0 | D | ||||
Stock Option (Right to Buy) | $5.22 | 04/09/2010 | D | 18,754 | (16) | 05/18/2019 | Common Stock | 18,754 | $2.43 | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2009, by and among the issuer, 72 Mobile Holdings, LLC and 72 Mobile Acquisition Corp. in exchange for a cash payment of $12,622.50 ($7.65 per share) on the effective date of the merger. |
2. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2009, by and among the issuer, 72 Mobile Holdings, LLC and 72 Mobile Acquisition Corp. in exchange for a cash payment of $54,316,667.70 ($7.65 per share) on the effective date of the merger. |
3. These shares are owned solely by Matrix Partners VI, L.P. Matrix VI Management Co., L.L.C. ("Matrix VI LLC") is the general partner of Matrix Partners VI, L.P. Paul J. Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
4. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2009, by and among the issuer, 72 Mobile Holdings, LLC and 72 Mobile Acquisition Corp. in exchange for a cash payment of $38,706,008.85 ($7.65 per share) on the effective date of the merger. |
5. These shares are owned solely by Matrix Partners VII, L.P. Matrix VII Management Co., L.L.C. ("Matrix VII LLC") is the general partner of Matrix Partners VII, L.P. Paul J. Ferri, as a Managing Member of Matrix VII LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
6. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2009, by and among the issuer, 72 Mobile Holdings, LLC and 72 Mobile Acquisition Corp. in exchange for a cash payment of $18,120,769.20 ($7.65 per share) on the effective date of the merger. |
7. These shares are owned solely by Matrix VI Parallel Partnership-A, L.P. Matrix VI LLC is the general partner of Matrix VI Parallel Partnership-A, L.P. Paul J. Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
8. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2009, by and among the issuer, 72 Mobile Holdings, LLC and 72 Mobile Acquisition Corp. in exchange for a cash payment of $6,072,677.10 ($7.65 per share) on the effective date of the merger. |
9. These shares are owned solely by Matrix VI Parallel Partnership-B, L.P. Matrix VI LLC is the general partner of Matrix VI Parallel Partnership-B, L.P. Paul J. Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
10. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2009, by and among the issuer, 72 Mobile Holdings, LLC and 72 Mobile Acquisition Corp. in exchange for a cash payment of $12,780,388.35 ($7.65 per share) on the effective date of the merger. |
11. These shares are owned solely by Weston & Co. VI LLC, which is a nominee for certain beneficial owners. Mr. Ferri is authorized by the sole member of Weston & Co. VI LLC to take any action with respect to the shares held by Weston & Co. VI LLC as directed by the underlying beneficial owners. Mr. Ferri does not have voting or dispositive power with respect to such shares. |
12. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2009, by and among the issuer, 72 Mobile Holdings, LLC and 72 Mobile Acquisition Corp. in exchange for a cash payment of $58,147.65 ($7.65 per share) on the effective date of the merger. |
13. These shares are owned solely by Weston & Co. VII LLC, which is a nominee for certain beneficial owners. Mr. Ferri is authorized by the sole member of Weston & Co. VII LLC to take any action with respect to the shares held by Weston & Co. VII LLC as directed by the underlying beneficial owners. Mr. Ferri does not have voting or dispositive power with respect to such shares. |
14. This option, which provided for vesting as to 25% percent of the shares of common stock subject to this option on July 19, 2008, and as to an additional 6.25% each three-month period thereafter until the fourth anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $24,380.85 representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($7.65 per share). |
15. This option, which provided for vesting as to 50% of the shares on the first anniversary of the date of grant and with respect to an additional 12.5% of the shares at the end of each successive three-month period thereafter until the second anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $36,382.76 representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($7.65 per share). |
16. This option, which provided for vesting as to 50% of the shares on the first anniversary of the date of grant and with respect to an additional 12.5% of the shares at the end of each successive three-month period thereafter until the second anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $45,572.22 representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($7.65 per share). |
Remarks: |
/s/ Paul J. Ferri | 04/13/2010 | |
** 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. |