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
VERITAS SOFTWARE CORP /DE/ [ VRTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | 07/02/2005 | D(1) | V | 1,085 | D | (2) | 1,085 | D |
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) | $16.26 | 07/02/2005 | D(3) | V | 225,000 | (4) | 11/19/2012 | Common stock | 225,000 | (4) | 0 | D | |||
Non-Qualified Stock Option (right to buy) | $24.56 | 07/02/2005 | D(3) | V | 180,000 | (5) | 02/15/2012 | Common stock | 180,000 | (5) | 0 | D | |||
Non-Qualified Stock Option (right to buy) | $28.72 | 07/02/2005 | D(3) | V | 150,000 | (6) | 08/31/2011 | Common stock | 150,000 | (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 | |||
Non-Qualified Stock Option (right to buy) | $39.45 | 07/02/2005 | D(3) | V | 50,000 | (8) | 04/04/2011 | Common stock | 50,000 | (8) | 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 vesting in forty-eight equal monthly installments beginning 9/1/2002 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 252,945 shares of Symantec Corporation common stock having an exercise price of $14.4636 per share. |
5. 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 202,356 shares of Symantec Corporation common stock having an exercise price of $21.8466 per share. |
6. Option, which provided for vesting in forty-eight equal monthly installments beginning 8/31/2001 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 168,630 shares of Symantec Corporation common stock having an exercise price of $25.5471 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. |
8. Option, which provided for vesting in forty-eight equal monthly installments beginning 4/4/2001 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 56,210 shares of Symantec Corporation common stock having an exercise price of $35.0916 per share. |
Remarks: |
Edward F. Malysz, as attorney-in-fact for Kristof Hagerman | 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). | ||
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. |