| 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
PROCERA NETWORKS, INC. [ PKT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/04/2015 | ||||||||||||||||||||||||||
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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 | 06/04/2015 | U | 25,295 | D | (1) | 0 | D | |||
| Common Stock | 06/05/2015 | D | 25,000 | D | (2) | 0 | D | |||
| Common Stock | 06/05/2015 | D | 33,333 | D | (3) | 0 | D | |||
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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 | ||||||||
| Stock Option (Right to Buy) | $14.1 | 06/05/2015 | D(4) | 143,417 | (5) | 02/12/2018 | Common Stock | 143,417 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $5 | 06/05/2015 | D(6) | 2,083 | (5) | 11/13/2019 | Common Stock | 2,083 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $20.25 | 06/05/2015 | D(4) | 100,000 | (5) | 12/03/2022 | Common Stock | 100,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $14.59 | 06/05/2015 | D(4) | 40,000 | (5) | 12/03/2023 | Common Stock | 40,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $6.77 | 06/05/2015 | D(6) | 75,000 | (5) | 12/02/2024 | Common Stock | 75,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person tendered the shares in exchange for $11.50 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes, in the tender offer made pursuant to the Agreement and Plan of Merger, dated April 21, 2015, by and among the Issuer, KDR Holding, Inc. and KDR Acquisition, Inc. (the "Merger Agreement"). |
| 2. Consists of 25,000 shares subject to a restricted stock award that were unvested as of the effective time of the merger contemplated by the Merger Agreement (the "Effective Time"), which were canceled pursuant to the Merger Agreement in exchange for $11.50 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes. |
| 3. Consists of shares subject to restricted stock unit award agreements that were unvested as of the Effective Time and were canceled for no consideration at the Effective Time pursuant to the Merger Agreement. |
| 4. This option was canceled for no consideration pursuant to the terms of the Merger Agreement. |
| 5. The shares subject to this option vest over a four year period, with 25% of the shares subject to this option vesting on the first anniversary of the grant date and the balance vesting in 36 equal consecutive monthly installments thereafter. |
| 6. This option was canceled pursuant to the terms of the Merger Agreement and converted into an amount in cash equal to the product of (a) the excess of $11.50 over the exercise price of this option, and (b) the number of vested shares subject to this option. Unvested shares subject to this option were canceled for no consideration pursuant to the terms of the Merger Agreement. |
| Remarks: |
| /s/ Jeffrey Hartlin, as Attorney-in-Fact | 06/05/2015 | |
| ** 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. | ||