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
VOCERA COMMUNICATIONS, INC. [ VCRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/02/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/04/2012 |
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 | 04/02/2012 | X | 103,115 | A | $17.81 | 2,370,621 | D(1) | |||
Common Stock | 04/02/2012 | X | 9,795 | A | $17.81 | 225,153 | I | By Vanguard VII-A, L.P.(2) | ||
Common Stock | 04/02/2012 | X | 3,359 | A | $17.81 | 77,226 | I | By Vanguard VII Accredited Affiliates Fund, L.P.(3) | ||
Common Stock | 04/02/2012 | X | 1,531 | A | $17.81 | 35,204 | I | By Vanguard VII Qualified Affiliates Fund, L.P.(4) |
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 | ||||||||
Call Option (Right to Buy) | $17.81 | 04/02/2012 | P | 1 | 04/02/2012 | 04/03/2012 | Common Stock | 138,605 | (5) | 1 | D(1)(5) | ||||
Call Option (Right to Buy) | $17.81 | 04/02/2012 | P | 1 | 04/02/2012 | 04/03/2012 | Common Stock | 13,163 | (5) | 1 | I | By Vanguard VII-A, L.P.(2)(5) | |||
Call Option (Right to Buy) | $17.81 | 04/02/2012 | P | 1 | 04/02/2012 | 04/03/2012 | Common Stock | 4,515 | (5) | 1 | I | By Vanguard Accredited Affiliates Fund, L.P.(3)(5) | |||
Call Option (Right to Buy) | $17.81 | 04/02/2012 | P | 1 | 04/02/2012 | 04/03/2012 | Common Stock | 2,058 | (5) | 1 | I | By Vanguard Qualified Affiliates Fund, L.P.(4)(5) | |||
Put Option (Obligation to Buy) | $17.81 | 04/02/2012 | S | 138,605 | 04/02/2012 | 04/03/2012 | Common Stock | 138,605 | (6) | 138,605 | D(1)(6) | ||||
Put Option (Obligation to Buy) | $17.81 | 04/02/2012 | S | 13,163 | 04/02/2012 | 04/03/2012 | Common Stock | 13,163 | (6) | 13,163 | I | By Vanguard VII-A, L.P.(2)(6) | |||
Put Option (Obligation to Buy) | $17.81 | 04/02/2012 | S | 4,515 | 04/02/2012 | 04/03/2012 | Common Stock | 4,515 | (6) | 4,515 | I | By Vanguard Accredited Affiliates Fund, L.P.(3)(6) | |||
Put Option (Obligation to Buy) | $17.81 | 04/02/2012 | S | 2,058 | 04/02/2012 | 04/03/2012 | Common Stock | 2,058 | (6) | 2,058 | I | By Vanguard Qualified Affiliates Fund, L.P.(4)(6) | |||
Put Option (Obligation to Buy) | $17.81 | 04/02/2012 | X | 138,605 | 04/02/2012 | 04/03/2012 | Common Stock | 138,605 | (6) | 0 | D(1)(6) | ||||
Put Option (Obligation to Buy) | $17.81 | 04/02/2012 | X | 13,163 | 04/02/2012 | 04/03/2012 | Common Stock | 13,163 | (6) | 0 | I | By Vanguard VII-A, L.P.(2)(6) | |||
Put Option (Obligation to Buy) | $17.81 | 04/02/2012 | X | 4,515 | 04/02/2012 | 04/03/2012 | Common Stock | 4,515 | (6) | 0 | I | By Vanguard Accredited Affiliates Fund, L.P.(3)(6) | |||
Put Option (Obligation to Buy) | $17.81 | 04/02/2012 | X | 2,058 | 04/02/2012 | 04/03/2012 | Common Stock | 2,058 | (6) | 0 | I | By Vanguard Qualified Affiliates Fund, L.P.(4)(6) | |||
Stock Option (Right to Buy) | $0.3 | 04/02/2012 | X | 15,240 | (7)(8) | 05/15/2012 | Common Stock | 15,240 | $0 | 15,240 | D(1) | ||||
Stock Option (Right to Buy) | $0.3 | 04/02/2012 | X | 1,447 | (7)(8) | 05/15/2012 | Common Stock | 1,447 | $0 | 1,447 | I | By Vanguard VII-A, L.P.(2) | |||
Stock Option (Right to Buy) | $0.3 | 04/02/2012 | X | 497 | (7)(8) | 05/15/2012 | Common Stock | 497 | $0 | 497 | I | By Vanguard VII Accredited Affiliates Fund, L.P.(3) | |||
Stock Option (Right to Buy) | $0.3 | 04/02/2012 | X | 226 | (7)(8) | 05/15/2012 | Common Stock | 226 | $0 | 226 | I | By Vanguard VII Qualified Affiliates Fund, L.P.(4) | |||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 5,035 | (7)(8) | 01/26/2015 | Common Stock | 5,035 | $0 | 5,035 | D(1) | ||||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 478 | (7)(8) | 01/26/2015 | Common Stock | 478 | $0 | 478 | I | By Vanguard VII-A, L.P.(2) | |||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 164 | (7)(8) | 01/26/2015 | Common Stock | 164 | $0 | 164 | I | By Vanguard VII Accredited Affiliates Fund, L.P.(3) | |||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 75 | (7)(8) | 01/26/2015 | Common Stock | 75 | $0 | 75 | I | By Vanguard VII Qualified Affiliates Fund, L.P.(4) | |||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 4,564 | (7)(8) | 01/26/2016 | Common Stock | 4,564 | $0 | 4,564 | D(1) | ||||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 433 | (7)(8) | 01/26/2016 | Common Stock | 433 | $0 | 433 | I | By Vanguard VII-A, L.P.(2) | |||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 149 | (7)(8) | 01/26/2016 | Common Stock | 149 | $0 | 149 | I | By Vanguard VII Accredited Affiliates Fund, L.P.(3) | |||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 68 | (7)(8) | 01/26/2016 | Common Stock | 68 | $0 | 68 | I | By Vanguard VII Qualified Affiliates Fund, L.P.(4) | |||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 10,649 | (7)(8) | 07/27/2016 | Common Stock | 10,649 | $0 | 10,649 | D(1) | ||||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 1,011 | (7)(8) | 07/27/2016 | Common Stock | 1,011 | $0 | 1,011 | I | By Vanguard VII-A, L.P.(2) | |||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 347 | (7)(8) | 07/27/2016 | Common Stock | 347 | $0 | 347 | I | By Vanguard VII Accredited Affiliates Fund, L.P.(3) | |||
Stock Option (Right to Buy) | $1.08 | 04/02/2012 | X | 158 | (7)(8) | 07/27/2016 | Common Stock | 158 | $0 | 158 | I | By Vanguard VII Qualified Affiliates Fund, L.P.(4) |
Explanation of Responses: |
1. Shares are held directly by Vanguard VII, L.P. ("V7 LP"). |
2. Shares are held directly by Vanguard VII-A, L.P. ("V7A LP"). |
3. Shares are held directly by Vanguard VII Accredited Affiliates Fund, L.P. ("Accredited"). |
4. Shares are held directly by Vanguard VII Qualified Affiliates Fund, L.P. ("Qualified"). |
5. Consists of the option to purchase from Robert Shostak of an aggregate of (i) 103,115 shares of Common Stock and options to purchase 35,488 shares of Common Stock, (ii) 9,795 shares of Common Stock and options to purchase 3,369 shares of Common Stock, (iii) 3,359 shares of Common Stock and options to purchase 1,158 shares of Common Stock, and (iv) 1,531 shares of Common Stock and options to purchase 527 shares of Common Stock by V7 LP, V7A LP, Accredited, and Qualified, respectively, at a per share price of $17.81 subject to that certain Put and Call Agreement with Dr. Shostak, as amended, as disclosed in the issuer's Form S-1, incorporated herein by reference (the "Put/Call Agreement"). |
6. Consists of the obligation to purchase from Robert Shostak of an aggregate of (i) 103,115 shares of Common Stock and options to purchase 35,488 shares of Common Stock, (ii) 9,795 shares of Common Stock and options to purchase 3,369 shares of Common Stock, (iii) 3,359 shares of Common Stock and options to purchase 1,158 shares of Common Stock, and (iv) 1,531 shares of Common Stock and options to purchase 527 shares of Common Stock by V7 LP, V7A LP, Accredited, and Qualified, respectively, at a per share price of $17.81 subject to the Put/Call Agreement. |
7. Immediately exercisable. |
8. The stock option grant is fully vested. |
Remarks: |
This Form 4/A amends the Form 4 filed by the reporting person on April 4, 2012. Such Form 4 omitted transactions pertaining to the Put/Call Agreement. Donald F. Wood, Dan Eilers, Jack Gill, Tom McConnell, and Bob Ulrich are the managing members of Vanguard VII Venture Partners, LLC ("VVP"), which serves as the general partner to each of V7 LP, V7A LP, Accredited and Qualified (the "Vanguard V Funds"), and may be deemed to share voting and dispositive power over the shares held by the Vanguard Funds. The reporting person and the managing members disclaim the existence of a "group" and disclaim beneficial ownership of any securities except to the extent of their pecuniary interest in such securities. The filing of this report is not an admission that the Vanguard Funds, VVP or each of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. *This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by the Vanguard Funds and the managing members of VVP.* |
/s/ Ken Shilling, by Power of Attorney for Vanguard VII Venture Partners, LLC, its general partner | 05/14/2012 | |
** 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. |