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
COMPUTER NETWORK TECHNOLOGY CORP [ CMNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2005 | ||||||||||||||||||||||||||
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 | 06/01/2005 | D | 52,572 | D | (1) | 0 | D | |||
Common Stock | 06/01/2005 | D | 4,411 | D | (2) | 0 | I | Through the Company's 401(k) plan | ||
Common Stock | 06/01/2005 | D | 77,650 | D | (3) | 0 | I | Through GRAT |
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 | ||||||||
Non-Qualified Stock Option (right to buy) | $4.8125 | 06/01/2005 | D | 118,500 | (4) | 07/25/2006 | Common Stock | 118,500 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $5.5625 | 06/01/2005 | D | 53,092 | (5) | 03/02/2007 | Common Stock | 53,092 | (5) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $3.625 | 06/01/2005 | D | 75,000 | (6) | 12/16/2007 | Common Stock | 75,000 | (6) | 0 | D | ||||
Incentive Stock Option (right to buy) | $9.6875 | 06/01/2005 | D | 10,322 | (7) | 12/09/2008 | Common Stock | 10,322 | (7) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $9.6875 | 06/01/2005 | D | 64,678 | (8) | 12/09/2008 | Common Stock | 64,678 | (8) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $21.875 | 06/01/2005 | D | 295,429 | (9) | 05/12/2009 | Common Stock | 295,429 | (9) | 0 | D | ||||
Incentive Stock Option (right to buy) | $21.875 | 06/01/2005 | D | 4,571 | (10) | 05/12/2009 | Common Stock | 4,571 | (10) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $8.7812 | 06/01/2005 | D | 247,225 | (11) | 04/04/2011 | Common Stock | 247,225 | (11) | 0 | D | ||||
Incentive Stock Option (right to buy) | $8.7812 | 06/01/2005 | D | 22,775 | (12) | 04/04/2011 | Common Stock | 22,775 | (12) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $10.01 | 06/01/2005 | D | 4,129 | (13) | 04/25/2011 | Common Stock | 4,129 | (13) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $11.35 | 06/01/2005 | D | 91,190 | (14) | 02/24/2012 | Common Stock | 91,190 | (14) | 0 | D | ||||
Incentive Stock Option (right to buy) | $11.35 | 06/01/2005 | D | 8,810 | (15) | 02/24/2012 | Common Stock | 8,810 | (15) | 0 | D | ||||
Incentive Stock Option (right to buy) | $4.53 | 06/01/2005 | D | 3 | (16) | 10/06/2012 | Common Stock | 3 | (16) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $4.53 | 06/01/2005 | D | 99,997 | (17) | 10/06/2012 | Common Stock | 99,997 | (17) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $6.57 | 06/01/2005 | D | 46,780 | (18) | 03/05/2013 | Common Stock | 46,780 | (18) | 0 | D | ||||
Incentive Stock Option (right to buy) | $6.57 | 06/01/2005 | D | 15,220 | (19) | 03/04/2013 | Common Stock | 15,220 | (19) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $6.62 | 06/01/2005 | D | 300,000 | (20) | 08/24/2013 | Common Stock | 300,000 | (20) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to Agreement and Plan of Merger among Issuer, McData Corporation and Condor Acqusition, Inc. in exchange for 68,343 shares of McData Class A common stock having a market value of $3.76 per share on the effective date of the merger, together with cash in lieu of fractional shares. |
2. Disposed of pursuant to Agreement and Plan of Merger among Issuer, McData Corporation and Condor Acqusition, Inc. in exchange for 5,734 shares of McData Class A common stock having a market value of $3.76 per share on the effective date of the merger, together with cash in lieu of fractional shares. |
3. Disposed of pursuant to Agreement and Plan of Merger among Issuer, McData Corporation and Condor Acqusition, Inc. in exchange for 100,945 shares of McData Class A common stock having a market value of $3.76 per share on the effective date of the merger. |
4. This fully vested option granted on July 26, 1996 was assumed by McData Corporation and replaced with an option to acquire 154,050 shares of McData Class A common stock for $3.70 per share. |
5. This fully vested option granted on March 3, 1997 was assumed by McData Corporation and replaced with an option to acquire 69,019 shares of McData Class A common stock for $4.28 per share, together with cash in lieu of fractional shares. |
6. This fully vested option granted on December 17, 1997 was assumed by McData Corporation and replaced with an option to acquire 97,500 shares of McData Class A common stock for $2.79 per share. |
7. This fully vested option granted on December 10, 1998 was assumed by McData Corporation and replaced with an option to acquire 13,418 shares of McData Class A common stock for $7.45 per share, together with cash in lieu of fractional shares. |
8. This fully vested option granted on December 10, 1998 was assumed by McData Corporation and replaced with an option to acquire 84,081 shares of McData Class A common stock for $7.45 per share, together with cash in lieu of fractional shares. |
9. This fully vested option granted on May 13, 1999 was assumed by McData Corporation and replaced with an option to acquire 384,057 shares of McData Class A common stock for $16.83 per share, together with cash in lieu of fractional shares. |
10. This fully vested option granted on May 13, 1999 was assumed by McData Corporation and replaced with an option to acquire 5,942 shares of McData Class A common stock for $16.83 per share, together with cash in lieu of fractional shares. |
11. This fully vested option granted on April 5, 2001 was assumed by McData Corporation and replaced with an option to acquire 321,392 shares of McData Class A common stock for $6.75 per share, together with cash in lieu of fractional shares. |
12. This fully vested option granted on April 5, 2001 was assumed by McData Corporation and replaced with an option to acquire 29,607 shares of McData Class A common stock for $6.75 per share, together with cash in lieu of fractional shares. |
13. This fully vested option granted on April 26, 2001 was assumed by McData Corporation and replaced with an option to acquire 5,367 shares of McData Class A common stock for $7.70 per share, together with cash in lieu of fractional shares. |
14. This partially vested option, which was granted on February 25, 2002 and provided for vesting of 16,190 options on February 25, 2006, was assumed by McData Corporation and replaced with an option to acquire 118,547 shares of McData Class A common stock for $8.73 per share. Notwithstanding the foregoing, this option will fully vest if employment is terminated without cause upon completion of the merger. |
15. This option, which was granted on February 25, 2002 and provided for vesting on February 24, 2006, was assumed by McData Corporation and replaced with an option to acquire 11,453 shares of McData Class A common stock for $8.73 per share. Notwithstanding the foregoing, this option will vest if employment is terminated without cause upon completion of the merger. |
16. This partially vested option, which was granted on October 7, 2002 and provided for vesting of one option on October 7, 2005 and one option on October 7, 2006, respectively, was assumed by McData Corporation and replaced with an option to acquire 3 shares of McData Class A common stock for $3.28 per share, together with cash in lieu of fractional shares. Notwithstanding the foregoing, this option will fully vest if employment is terminated without cause upon completion of the merger. |
17. This partially vested option, which was granted on October 7, 2002 and provided for vesting of 24,999 options on October 7, 2005 and 25,000 options on October 7, 2006, respectively, was assumed by McData Corporation and replaced with an option to acquire 129,996 shares of McData Class A common stock for $3.48 per share, together with cash in lieu of fractional shares. Notwithstanding the foregoing, this option will fully vest if employment is terminated without cause upon completion of the merger. |
18. This partially vested option, which was granted on March 5, 2003 and provided for vesting of 15,500 options on March 5, 2006 and 280 options on March 5, 2007, respectively, was assumed by McData Corporation and replaced with an option to acquire 60,814 shares of McData Class A common stock for $5.05 per share. Notwithstanding the foregoing, this option will fully vest if employment is terminated without cause upon completion of the merger. |
19. This option, which was granted on March 5, 2003 and provided for vesting on March 5, 2007, was assumed by McData Corporation and replaced with an option to acquire 19,786 shares of McData Class A common stock for $5.05 per share. Notwithstanding the foregoing, this option will vest if employment is terminated without cause upon completion of the merger. |
20. This partially vested option, which was granted on August 25, 2003 and provided for vesting of 75,000 options on each of August 25, 2005, August 25, 2006 and August 25, 2007, respectively, was assumed by McData Corporation and replaced with an option to acquire 390,000 shares of McData Class A common stock for $5.09 per share. Notwithstanding the foregoing, this option will fully vest if employment is terminated without cause upon completion of the merger. |
Remarks: |
/s/ Gregory T. Barnum, Attorney-in-fact | 06/01/2005 | |
** 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. |