SEC FORM 4

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^*

OTTMAN JOHN B JR

(Last)

(First)

(Middle)

959 SKYWAY ROAD

SUITE 100

(Street)

SAN CARLOS

94070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CORIO INC [ CRIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP Worldwide Markets

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2005		D		656,040⁽¹⁾	D	⁽²⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$3.5	03/15/2005		D			85,713	⁽⁵⁾	01/21/2010	Common Stock	85,713	⁽⁵⁾	0	D
Non Qualified Stock Option (Right to Buy)	$3.5	03/15/2005		D			155,716	⁽⁵⁾	01/21/2010	Common Stock	155,716	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$4.75	03/15/2005		D			24,230	⁽⁵⁾	10/20/2010	Common Stock	24,230	⁽⁵⁾	0	D
Non Qualified Stock Option (Right to Buy)	$4.75	03/15/2005		D			128,270	⁽⁵⁾	10/20/2010	Common Stock	128,270	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$4.75	03/15/2005		D			38,926	⁽⁵⁾	10/20/2010	Common Stock	38,926	⁽⁵⁾	0	D
Non Qualified Stock Option (Right to Buy)	$4.75	03/15/2005		D			113,574	⁽⁵⁾	10/20/2010	Common Stock	113,574	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$1.34	03/15/2005		D			5	⁽³⁾	02/05/2012	Common Stock	5	⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$1.34	03/15/2005		D			2	⁽⁴⁾	02/05/2012	Common Stock	2	⁽⁴⁾	0	D
Non Qualified Stock Option (Right to Buy)	$1.34	03/15/2005		D			56,245	⁽³⁾	02/05/2012	Common Stock	56,245	⁽³⁾	0	D
Non Qualified Stock Option (Right to Buy)	$1.34	03/15/2005		D			18,748	⁽⁴⁾	02/05/2012	Common Stock	18,748	⁽⁴⁾	0	D
Non Qualified Stock Option (Right to Buy)	$0.52	03/15/2005		D			11,538	⁽³⁾	07/31/2012	Common Stock	11,538	⁽³⁾	0	D
Non Qualified Stock Option (Right to Buy)	$0.52	03/15/2005		D			60,000	⁽³⁾	07/31/2012	Common Stock	60,000	⁽³⁾	0	D
Non Qualified Stock Option (Right to Buy)	$0.78	03/15/2005		D			11,729	⁽³⁾	03/06/2013	Common Stock	11,729	⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$0.78	03/15/2005		D			2,083	⁽⁴⁾	03/06/2013	Common Stock	2,083	⁽⁴⁾	0	D
Non Qualified Stock Option (Right to Buy)	$0.78	03/15/2005		D			54,167	⁽³⁾	03/06/2013	Common Stock	54,167	⁽³⁾	0	D
Non Qualified Stock Option (Right to Buy)	$0.78	03/15/2005		D			43,750	⁽⁴⁾	03/06/2013	Common Stock	43,750	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$2.73	03/15/2005		D			10,833	⁽⁴⁾	02/12/2014	Common Stock	10,833	⁽⁴⁾	0	D
Non Qualified Stock Option (Right to Buy)	$2.73	03/15/2005		D			10,000	⁽³⁾	02/12/2014	Common Stock	10,000	⁽³⁾	0	D
Non Qualified Stock Option (Right to Buy)	$2.73	03/15/2005		D			19,167	⁽⁴⁾	02/12/2014	Common Stock	19,167	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$1.36	03/15/2005		D			23,750	⁽⁴⁾	09/27/2014	Common Stock	23,750	⁽⁴⁾	0	D
Non Qualified Stock Option (Right to Buy)	$1.36	03/15/2005		D			36,250	⁽⁴⁾	09/27/2014	Common Stock	36,250	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$2.79	03/15/2005		D			10,417	⁽⁴⁾	02/08/2015	Common Stock	10,417	⁽⁴⁾	0	D
Non Qualified Stock Option (Right to Buy)	$2.79	03/15/2005		D			9,583	⁽⁴⁾	02/08/2015	Common Stock	9,583	⁽⁴⁾	0	D

Explanation of Responses:

1. Includes 2,132 shares acquired pursuant to the Corio, Inc. Employee Stock Purchase Plan on March 15, 2005.

2. Disposed of pursuant to merger agreement between Corio and IBM for a cash price per share of $2.82 as detailed in the definitive proxy statement of Corio dated February 15, 2005.

3. The option, which provided for vesting in installments, was converted upon the merger of Corio and IBM into the right to receive an amount in cash equal to the number of shares of Corio Common Stock subject to the stock option multiplied by the excess of $2.82 over the exercise price per share of Corio Common Stock subject to the option.

4. This option was assumed by IBM in the merger and converted into an option to acquire, on the same terms and conditions as were applicable prior to the effective time of the merger (other than the exercise price), a number of shares of IBM Common Stock as described more fully in the definitive proxy statement of Corio dated February 15, 2005.

5. These options were cancelled in the merger for no consideration. However, after the completion of the merger, IBM intends to give Corio employees whose Corio stock options are cancelled and who remain employed at the effective date of the merger a grant of IBM stock options, or in certain circumstances, a cash payment. IBM is not required under the terms of the merger agreement to provide such stock options or make such cash payments.

	/s/ John Ottman	03/15/2005
	** Signature of Reporting Person	Date
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