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*
HUDSON THOMAS G

(Last) (First) (Middle)
6000 NATHAN LANE NORTH

(Street)
PLYMOUTH MN 55442

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMPUTER NETWORK TECHNOLOGY CORP [ CMNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
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)
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 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)
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).
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