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
ANTEON INTERNATIONAL CORP [ ANT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/07/2006 | ||||||||||||||||||||||||||
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, $0.01 par value per share | 06/07/2006 | G | 449 | D | $0 | 0 | D | |||
Common Stock, $0.01 par value per share(1) | 06/07/2006 | G | 293,104 | D(2) | $0 | 0 | D | |||
Common Stock, $0.01 par value per share(1) | 06/07/2006 | G | 28,736 | D(3) | $0 | 0 | D | |||
Common Stock, $0.01 par value per share | 06/08/2006 | D | 1,000 | D | $55.5(4)(5) | 0 | D | |||
Common Stock, $0.01 par value per share(1) | 06/08/2006 | D | 1,360,665 | D(2) | $55.5(4) | 0 | I | See footnotes(1)(2) | ||
Common Stock, $0.01 par value per share(1) | 06/08/2006 | D | 388,318 | D(3) | $55.5(4) | 0 | I | See footnotes(1)(3) | ||
Common Stock, $0.01 par value per share(1) | 06/08/2006 | D | 449 | D(6) | $55.5(4) | 0 | I | See footnotes(1)(6) |
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 |
Explanation of Responses: |
1. The sole general partner of Azimuth Technologies, L.P. ("Azimuth I") and the managing member of Azimuth Tech, II LLC ("Azimuth II" and, together with Azimuth I, the "Partnerships") is Georgica (Azimuth Technologies), L.P. The sole general partner of Georgica (Azimuth Technologies), L.P. is Georgica (Azimuth Technologies), Inc. ("Georgica Inc."), a corporation wholly owned by Mr. Iseman. Mr. Iseman's pecuniary interest in the securities held by the Partnerships is limited to his percentage interest in the Partnerships' interest in such securities and Mr. Iseman disclaims beneficial ownership of any securities in excess of such percentage. |
2. By Azimuth I. |
3. By Azimuth II. |
4. Disposed pursuant to the terms of an Agreement and Plan of Merger among Anteon International Corporation, General Dynamics Corporation and Avenger Acquisition Corporation ("Merger Sub") dated as of December 13, 2005 (the "Merger Agreement"). Such shares were disposed for a cash payment of $55.50 per share, pursuant to the Merger Agreement. |
5. Represents restricted stock that vested in connection with the Merger Agreement. Such shares were disposed for a cash payment of $55.50 per share, pursuant to the Merger Agreement. |
6. By Georgica Inc. |
/s/ Frederick J. Iseman | 06/09/2006 | |
** 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. |