SEC Form 4
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*
Jackson E Wayne

(Last) (First) (Middle)
C/O SOURCEFIRE, INC.
9770 PATUXENT WOODS DRIVE

(Street)
COLUMBIA MD 21046

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOURCEFIRE INC [ FIRE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 04/04/2008(1) A 17,310(2) A $0.00 218,739(3) D
Common Stock 04/04/2008(1) A 34,621(4) A $0.00 253,360 D
Common Stock 2,570 I By family trust(5)
Common Stock 2,570 I By family trust(6)
Common Stock 2,570 I By family trust(7)
Common Stock 2,570 I By family trust(8)
Common Stock 504,511 I By grantor retained annuity trust(9)
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
Explanation of Responses:
1. This grant was approved by the issuer's board of directors on February 26, 2008, subject to the officer's execution of a restricted stock award agreement and the payment of a purchase price equal to $0.001 per share, which occurred on April 4, 2008.
2. The shares underlying this restricted stock award will vest in three equal annual installments beginning on February 26, 2009, subject to the officer's continuous service with the issuer as of the vesting date.
3. Includes 439 shares acquired under the issuer's employee stock purchase plan on February 14, 2008.
4. The shares underlying this restricted stock award are eligible for vesting in four equal annual installments beginning on February 26, 2009, the anniversary of February 26, 2008 (the "Vesting Commencement Date"). Subject to the officer's continuous service with the issuer as of such date, the number of shares eligible for vesting on each vesting date will vest upon the issuer's meeting or exceeding certain annual financial objectives set by the issuer's compensation committee for such year. In the event the financial objectives for a particular year are not achieved, the shares that otherwise would have vested at the end of such year will vest on February 26, 2013, the fifth anniversary of the Vesting Commencement Date, subject to the officer's continuous service with the issuer as of such date. The reporting person has also entered into a transition agreement with he issuer under which he may be entitled to accelerated vesting upon the occurrence of certain events.
5. Shares are held by the Audrey Louise Jackson Irrevocable Trust UAD 12-22-00, E. Wayne Jackson, Jr., Trustee, a trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by the trust for purposes of Section 16 or for any other purpose.
6. Shares are held by the Nicholas Wayne Jackson Irrevocable Trust UAD 12-22-00, E. Wayne Jackson, Jr., Trustee, a trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by the trust for purposes of Section 16 or for any other purpose.
7. Shares are held by the Adam Wayne Jackson Irrevocable Trust UAD 12-22-00, E. Wayne Jackson, Jr., Trustee, a trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by the trust for purposes of Section 16 or for any other purpose.
8. Shares are held by the Lindsay Claire Jackson Irrevocable Trust UAD 11-13-06, E. Wayne Jackson, Jr., Trustee, a trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of the shares held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by the trust for purposes of Section 16 or for any other purpose.
9. Shares are held of record by the E. Wayne Jackson III "Sourcefire, Inc." GRAT (the "GRAT"). The reporting person has voting and investment control with respect to the shares held by the GRAT.
Remarks:
/s/ Todd P. Headley, attorney-in-fact 04/08/2008
** 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.