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
BEA SYSTEMS INC [ BEAS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2007 | ||||||||||||||||||||||||||
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 | 11/16/2007 | F | 2,681 | D | $16.35 | 45,490 | D | |||
Common Stock | 11/16/2007 | F | 10,724 | D | $16.35 | 34,766 | D | |||
Common Stock | 11/16/2007 | F | 3,277 | D | $16.35 | 31,489 | D | |||
Common Stock | 11/16/2007 | F | 357 | D | $16.35 | 31,132 | D | |||
Common Stock | 11/16/2007 | J | 7,500 | A | $0 | 38,632 | D | |||
Common Stock | 11/16/2007 | J | 9,167 | A | $0 | 47,799 | D | |||
Common Stock | 11/16/2007 | J | 1,000 | A | $0 | 48,799 | D | |||
Common Stock | 11/16/2007 | J | 30,000 | A | $0 | 78,799 | 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 | ||||||||
Restricted Stock Unit | $0 | 11/16/2007 | J | 9,167 | 03/29/2007(1) | 04/14/2015 | Common Stock | 9,167 | $0 | 13,333 | D | ||||
Restricted Stock Unit | $0 | 11/16/2007 | J | 7,500 | 04/14/2006(1) | 04/14/2015 | Common Stock | 7,500 | $0 | 5,833 | D | ||||
Restricted Stock Unit | $0 | 11/16/2007 | J | 30,000 | 12/07/2006(2) | 12/07/2015 | Common Stock | 30,000 | $0 | 0 | D | ||||
Restricted Stock Unit | $0 | 11/16/2007 | J | 1,000 | 03/01/2007(3) | 03/01/2016 | Common Stock | 1,000 | $0 | 0 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive one share of BEA common stock. 25% of the restricted stock units shall vest and may be released on the one-year anniversary of the grant date, and thereafter an additional 25% of the restricted stock units shall vest and may be released on each subsequent one-year anniversary of the grant date. The restricted stock units are completely vested in four years. |
2. Each restricted stock unit represents a contingent right to receive one share of BEA common stock. 50% of the restricted stock units shall vest and may be released on the one-year anniversary of the grant date, and thereafter an additional 50% of the restricted stock units shall vest and may be released on the two-year anniversary of the grant date. The restricted stock units are completely vested in two years. |
3. Each restricted stock unit represents a contingent right to receive one share of BEA common stock. 100% of the restricted stock units shall vest and may be released on the one-year anniversary of the grant date. |
Remarks: |
In connection with BEA's stock option review and the resulting delay in filing its required periodic reports with the Securities and Exchange Commission, BEA's registration statements on Form S-8 (the "Registration Statements") were not available for the issuance of shares thereunder. Accordingly, BEA and the reporting person amended the subject restricted stock units to provide that they would not vest until the day after the applicable Registration Statements were available for the issuance of such restricted stock units. On November 15, 2007, BEA filed its required periodic reports and its Registration Statements became available. Accordingly, on November 16, 2007, the subject restricted stock units vested and were released. Dispositions in Table I represent shares withheld to cover applicable taxes. |
By: Robert F. Donohue, Attorney-in-Fact For: Mark T. Carges | 11/20/2007 | |
** 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. |