SEC Form 4
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*
MOSHAYEDI MANOUCH

(Last) (First) (Middle)
3001 DAIMLER STREET

(Street)
SANTA ANA CA 92705-5812

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STEC, INC. [ STEC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. 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 08/11/2009 S (1) 1,457,878 D $29.76 0 I By Trust (2)
Common Stock 08/11/2009 S (1) 70,464 D $29.76 0 I By Children (3)
Common Stock 08/11/2009 S (1) 2,971,658 D $29.76 3,184,271 I By Trust (4) (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Incentive Stock Option (Right to Buy Common Stock) (6) $11.76 (7) 05/06/2013 Common Stock 37,416 37,416 D
Non-Qualified Stock Option (Right to Buy Common Stock) $10.69 (7) 05/06/2018 Common Stock 62,584 62,584 D
Non-Qualified Stock Option (Right to Buy Common Stock) $14.09 (8) 05/13/2019 Common Stock 150,000 150,000 D
1. Name and Address of Reporting Person*
MOSHAYEDI MANOUCH

(Last) (First) (Middle)
3001 DAIMLER STREET

(Street)
SANTA ANA CA 92705-5812

(City) (State) (Zip)
1. Name and Address of Reporting Person*
M&S MOSHAYEDI REVOCABLE TRUST DTD 11-16-95

(Last) (First) (Middle)
3001 DAIMLER STREET

(Street)
SANTA ANA CA 92705-5812

(City) (State) (Zip)
Explanation of Responses:
1. On August 11, 2009, pursuant to an underwriting agreement dated August 5, 2009, among STEC, Inc. (the "Company"), the selling shareholders named therein (Manouch Moshayedi and Mark Moshayedi, both officers and directors of the Company) (the "Selling Shareholders"), and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (the "Underwriters"), the Selling Shareholders sold 9,000,000 of their outstanding shares of the Company's common stock to the Underwriters at a per share price of $29.76 (for aggregate proceeds, before expenses, of $267,840,000).
2. These shares were owned directly by the M. and S. Moshayedi Investment Trust, dated 11/16/95, and Manouch Moshayedi is an indirect beneficiary of this trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
3. The shares were owned by the reporting person's children. The reporting person disclaims beneficial ownership of these securities held by his children except to the extent of his pecuniary interest therein.
4. These shares are owned directly by the M. and S. Moshayedi Revocable Trust, dated 11/16/95, and indirectly by Manouch Moshayedi as trustee of this trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
5. Due to the sale described in footnote (1) above and corresponding footnote (4) above, the M. and S. Revocable Trust, dated 11/16/95 is no longer a 10% beneficial owner of the Company's common stock, and thereby is no longer subject to Section 16. The checked box in the top left corner of this Form 4 relates solely to the M. and S. Moshayedi Revocable Trust, dated 11/16/95. Manouch Moshayedi remains subject to Section 16.
6. Under the Company's 2000 Stock Incentive Plan and IRS rules, incentive stock options granted to a holder of 10% of more of the Company's common stock must have an exercise price per share not less than 110% of the fair market value per share of the common stock on the grant date and a term of not more than 5 years.
7. This option shall vest and become exercisable in four equal annual installments commencing on May 7, 2009.
8. This option shall vest and become exercisable in four equal annual installments commencing on May 14, 2010.
/s/ Manouch Moshayedi 08/13/2009
/s/ Manouch Moshayedi, trustee 08/13/2009
** Signature of Reporting Person Date
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