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
ON2 TECHNOLOGIES, INC. [ ONT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2010 | ||||||||||||||||||||||||||
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 | 02/19/2010 | M | 83,334(1) | A | $0.42 | 460,630 | D | |||
Common Stock | 02/19/2010 | F | 50,630(2) | D | $0.69 | 410,000 | D | |||
Common Stock | 02/19/2010 | D | 410,000 | D | (3) | 0 | 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 | ||||||||
Stock Option (right to buy) 2008/09/18 | $0.42 | 02/19/2010 | M | 83,334(4) | (5) | 09/18/2018 | Common Stock | 83,334 | $0 | 0 | D |
Explanation of Responses: |
1. These shares were issued to the Reporting Person upon the exercise of stock options previously granted to the Reporting Person. |
2. These shares were relinquished to the issuer in payment of the exercise of stock options disclosed in Table 1. |
3. Disposed of pursuant to the terms of the Amendment No. 1 to Agreement and Plan of Merger, dated as of January 7, 2010 between the issuer, Google Inc., Oxide Inc., and Oxide LLC (the "Amended Merger Agreement") in exchange for the right to receive a combination of (a) $0.15 in cash, (b) 0.0010 of a share of Google Class A common stock and (c) cash payable in lieu of any fractional shares of Google Class A common stock (the "Merger Consideration") for each share of the issuer's common stock. Upon the closing of the merger on February 19, 2010 (the "Effective Date"), the Reporting Person received Merger Consideration in the amount of $61,500.00 in cash and 410 shares of Google Class A common stock. |
4. Reflects the exercise of stock options previously granted to the Reporting Person. |
5. Pursuant to the terms of the Amended Merger Agreement, the stock options became fully vested on the Effective Date. |
/s/ Anne Amelio Gonzalez, as Attorney-in-Fact | 03/11/2010 | |
** 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. |