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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
KENEXA CORP [ KNXA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 10/31/2012 | G | V | 100,000 | D | (1) | 1,001,594 | D | ||
COMMON STOCK | 12/03/2012 | D | 67,500 | D | $46(2) | 934,094 | D | |||
COMMON STOCK | 12/03/2012 | J(3) | 150,000 | D | (3) | 784,094 | D | |||
COMMON STOCK | 12/03/2012 | D | 784,094 | D | $46(4) | 0 | D |
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 | ||||||||
CONTRACT TO SELL(3) | (3) | 12/03/2012 | J(3) | 150,000 | 12/05/2014(5) | 12/05/2015 | COMMON STOCK | 150,000 | $0 | 0 | D | ||||
STOCK OPTION (RIGHT TO BUY) | $4.74 | 12/03/2012 | D | 100,000 | (6) | 02/19/2019 | COMMON STOCK | 100,000 | $41.26(6) | 0 | D | ||||
STOCK OPTION (RIGHT TO BUY) | $28.48 | 12/03/2012 | D | 100,000 | (9) | 02/27/2022 | COMMON STOCK | 100,000 | $17.52(9) | 0 | D | ||||
STOCK OPTION (RIGHT TO BUY) | $10.5 | 12/03/2012 | D | 100,000 | (7) | 02/17/2020 | COMMON STOCK | 100,000 | $35.5(7) | 0 | D | ||||
STOCK OPTION (RIGHT TO BUY) | $25 | 12/03/2012 | D | 100,000 | (8) | 02/16/2021 | COMMON STOCK | 100,000 | $21(8) | 0 | D | ||||
STOCK OPTION (RIGHT TO BUY) | $28.48 | 12/03/2012 | D | 100,000 | (9) | 02/27/2022 | COMMON STOCK | 100,000 | $17.52(9) | 0 | D |
Explanation of Responses: |
1. Bona fide gift for no consideration. |
2. In connection with a merger agreement between the Issuer and International Business Machines Corporation ("IBM"), this amount represents restricted stock units ("RSUs") that were fully accelerated and cancelled in exchange for a cash payment of $46.00 per share on the effective date of the merger. |
3. On November 15, 2011, Mr. Karsan entered into a variable post-paid forward contract (the "Contract") with Credit Suisse First Boston Capital LLC ("CSFB") relating to 150,000 shares of Common Stock, which expires on 12/05/2014 (the "Maturity Date"). The Contract provides that on the Maturity Date (or an earlier date if the Contract is terminated before the Maturity Date), Mr. Karsan will deliver, in the aggregate, a number of shares of Common Stock to CSFB (or the cash equivalent of such shares) as follows: (a) if the settlement price is less than the downside floor price of $25.9025, 150,000 shares of Common Stock; and (b) if the settlement price is equal to or greater than the downside floor price (with a cap price of $31.5866), between 123,007 and 150,000 shares of Common Stock (subject to adjustment for capital restructurings), dependent upon the settlement price. Pursuant to the Contract, Mr. Karsan has delivered 150,000 shares of Common Stock to CSFB to settle the Contract. |
4. Disposed of pursuant to the merger agreement in exchange for a cash payment of $46.00 per share on the effective date of the merger. |
5. This option was granted on November 25, 2008 and was fully vested on November 25, 2012. Pursuant to the terms of the merger agreement, this option was cancelled in exchange for a cash payment of $9,200,250, representing the aggregate difference between the merger consideration of $46.00 per share and the exercise price of the option on the effective date of the merger. |
6. This option was granted on February 19, 2009 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $4,126,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option. |
7. This option was granted on February 17, 2010 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $3,550,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option. |
8. This option was granted on February 16, 2011 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $2,100,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option. |
9. This option was granted on February 27, 2012 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $1,752,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option. |
Remarks: |
Donald F. Volk, as Attorney-In-Fact for Nooruddin S. Karsan | 12/04/2012 | |
** 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. |