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*
GILLIS EDWIN J

(Last) (First) (Middle)
350 ELLIS STREET

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VERITAS SOFTWARE CORP /DE/ [ VRTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President, CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2005
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 07/02/2005 D(1) V 3,192 D (2) 3,192 D
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
Incentive Stock Option (right to buy) $16.26 07/02/2005 D(3) V 24,600 (4) 11/19/2012 Common Stock 24,600 (4) 0 D
Non-Qualified Stock Option (right to buy) $16.26 07/02/2005 D(3) V 585,400 (5) 11/19/2012 Common Stock 585,400 (5) 0 D
Non-Qualified Stock Option (right to buy) $24.56 07/02/2005 D(3) V 170,000 (6) 02/15/2012 Common Stock 170,000 (6) 0 D
Non-Qualified Stock Option (right to buy) $33.04 07/02/2005 D(3) V 200,000 (7) 02/17/2014 Common Stock 200,000 (7) 0 D
Explanation of Responses:
1. Exempt transaction pursuant to Rule 16b-3(e) of the Exchange Act of 1934, as amended.
2. Shares were disposed of pursuant to merger agreement with Symantec Corporation in exchange for shares of Symantec Corporation common stock based on an exchange ratio of 1.1242 and having a value of $21.22 per share on the effective date of merger.
3. Exempt transaction pursuant to Rule 16b-3(e) of the Exchange Act of 1934, as amended.
4. Option, which provided for one-eighth of the option vesting on 5/18/2003 and the remaining option vesting in forty-two equal monthly installments thereafter, and was subject to 50% acceleration of all unvested shares upon a change in control, was assumed by Symantec Corporation and replaced with an option to acquire 27,656 shares of Symantec Corporation common Stock having an exercise price of $14.4636 per share.
5. Option, which provided for one-eighth of the option vesting on 5/18/2003 and the remaining option vesting in forty-two equal monthly installments thereafter, and was subject to 50% acceleration of all unvested shares upon a change in control, was assumed by Symantec Corporation and replaced with an option to acquire 658,107 shares of Symantec Corporation common Stock having an exercise price of $14.4636 per share.
6. Option, which provided for vesting in forty-eight equal monthly installments beginning 11/15/2004, was assumed by Symantec Corporation and replaced with an option to acquire 191,114 shares of Symantec Corporation common stock having an exercise price of $21.8466 per share.
7. Option, which provided for vesting in forty-eight equal monthly installments beginning 11/1/2003 and was subject to 50% acceleration of all unvested shares upon a change in control, was assumed by Symantec Corporation and replaced with an option to acquire 224,840 shares of Symantec Corporation common stock having an exercise price of $29.3898 per share.
Remarks:
Edward F. Malysz, as attorney-in-fact for Edwin Gillis 07/08/2005
** 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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