| 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
ASYST TECHNOLOGIES INC /CA/ [ ASYT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2005 | ||||||||||||||||||||||||||
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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 | 05/16/2005 | A(1) | 20,000 | A | $0 | 70,581 | D | |||
| Common Stock | 05/16/2005 | A(2) | 20,000 | A | $0 | 90,581 | D | |||
| Common Stock | 05/16/2005 | A(3) | 30,000 | A | $0 | 123,581 | D | |||
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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 | ||||||||
| Stock Option (right to buy) | $3.95 | 05/16/2005 | A | 50,000 | 05/16/2008(4) | 05/15/2011 | Common Stock | 50,000 | $0 | 955,000 | D | ||||
| Stock Option (right to buy) | $3.95 | 05/16/2005 | A | 50,000 | 05/16/2011(5) | 05/15/2011 | Common Stock | 50,000 | $0 | 1,005,000 | D | ||||
| Explanation of Responses: |
| 1. One third of the shares subject to the award vesting at March 31,2006, one third of the shares subject to the award vesting at March 31, 2007, and one third of the shares subject to the option vesting at May 16, 2008 |
| 2. A 100% of the shares subject to the award vesting as of May 16, 2008 in the event the Company's market capitalization has appreciated relative to the top one-third of an identified group of semiconductor capital equipment companies determined to be comparable to the Company, (b) 50% of the shares subject to the award vesting as of May 16, 2008 in the event the Company's market capitalization has appreciated relative to the middle one-third of an identified group of semiconductor capital equipment companies determined to be comparable to the Company, and (c) None of the shares subject to the award will vest if as of May 16, 2008 the Company's market capitalization semiconductor capital equipment companies determined to be comparable to the Company. The measurement of the Company's relative market capitalization performance to be made as of March 31, 2008. |
| 3. One third of the shares subject to the award vesting at March 31,2006, and one third of the shares subject to the award vesting at March 31, 2007, and one third of the shares subject to the award vesting at May 16, 2008; provided, however that all shares subject to the award shall be accelerated in full as of July 1, 2006 in the event the Company achieves cumulative earnings per share of $0.22 or greater for its current fiscal year 2006. Cumulative earnings per share to be determined based on non-GAAP (pro forma) reported results for the period. |
| 4. One third of the shares subject to the option vesting at March 31, 2006, one third of the shares subject to the option vesting at March 31, 2007, and one third of the shares subject to the option vesting at May 16, 2008 |
| 5. The option shall vest in lump sum as of the date the market value of the Company's Common Stock has publicly traded for ten consecutive trading days at or above $15 per share (based on the closing market trading price over a ten-day period, as determined by NASDAQ). If that condition is not satisfied by May 15, 2011, the option will lapse. |
| Stephen S. Schwartz | 05/18/2005 | |
| ** 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. | ||