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
Support.com, Inc. [ SPRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2013 | ||||||||||||||||||||||||||
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 | 02/19/2013 | M(1) | 1,000,000 | A | $2.32 | 1,067,375 | D | |||
Common Stock | 02/19/2013 | S(1) | 1,000,000 | D | $4.114 | 67,375 | 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 | $2.32 | 02/19/2013 | M(1) | 1,000,000 | 08/21/2012(2) | 04/06/2013 | Common Stock | 1,000,000 | $0 | 0 | D |
Explanation of Responses: |
1. This transaction was effected pursuant to a Purchase Agreement between Mr. Pickus and Support.com dated February 19, 2013, as approved by the Board of Directors, to purchase securities underlying certain of Mr. Pickus' option grants (which were due to expire at the end of their seven-year term on April 6, 2013), with a purchase price per share equal to the lesser of (a) the closing price of the Company's common stock in regular trading hours on the day of the sale, as reported by Nasdaq Global Select Market, less five percent (5%), or (b) the thirty-day simple moving average price of the Company's common stock on the day of the sale. The Purchase Agreement was approved by the independent members of the Company's Board of Directors, and Mr. Pickus was not present during, and did not take part in, the Board's deliberations regarding the Purchase Agreement. |
2. 1/4th of the shares subject to the grant vested on the first anniversary of the grant date (i.e. August 21, 2010), and 1/36th of the shares subject to the grant vested on each monthly anniversary thereafter over the next three years, and the grant became fully-vested on August 21, 2012. |
Remarks: |
/s/ Greg Wrenn, by power of attorney | 02/20/2013 | |
** 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. |