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*
Beeler Charles

(Last) (First) (Middle)
C/O EL DORADO VENTURES
2440 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMPELLENT TECHNOLOGIES INC [ CML ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2011
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 02/22/2011 D(1) 2,126,264 D $27.75(2) 0(3) I By El Dorado Ventures VI, L.P.(4)
Common Stock 02/22/2011 D(1) 64,849 D $27.75(2) 0(3) I By El Dorado Technology '01, L.P.(5)
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
Stock Option (Right to Buy) $8.64 02/22/2011 D(1) 60,260 (6) 02/18/2015(6) Common Stock 60,260 (6) 0 D
Stock Option (Right to Buy) $13.43 02/22/2011 D(1) 14,730 (6) 02/16/2016(6) Common Stock 14,730 (6) 0 D
Stock Option (Right to Buy) $15.74 02/22/2011 D(1) 11,236 (6) 02/16/2017(6) Common Stock 11,236 (6) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger dated December 12, 2010 by and among the Issuer, Dell International L.L.C. and Dell Trinity Holdings Corp.(the "Merger Agreement").
2. Disposed of pursuant to the Merger Agreement in exchange for $27.75 for each share of the Issuer's common stock held by the Reporting Person.
3. Charles Beeler is a managing member of El Dorado Venture Partners VI, LLC ("EVLLC"). EVLLC is the general partner of El Dorado Ventures VI, L.P. ("EVP") and El Dorado Technology '01, L.P. ("ET '01"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
4. Consists of shares owned by EVP. EVLLC, as the general partner of EVP, may be deemed to beneficially own the shares owned by EVP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
5. Consists of shares owned by ET '01. EVLLC, as the general partner of ET '01, may be deemed to beneficially own the shares owned by ET '01. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
6. Pursuant to the Merger Agreement, this option was cancelled as of February 22, 2011 in exchange for a cash payment equal to the product of (i) the number of the Issuer's common stock subject to the option multiplied by (ii) the excess of $27.75 over the per share exercise price of the option.
Remarks:
/s/ Nicole C. Brookshire, Attorney-in-Fact for Charles Beeler 02/23/2011
** 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.
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