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
PeopleSupport, Inc. [ PSPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/30/2008 | ||||||||||||||||||||||||||
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 | 10/30/2008 | D(1) | 2,058 | D | $12.25 | 0 | 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 | ||||||||
Stock Option (right to buy) | $0.41 | 10/30/2008 | D | 1,248 | (2) | 01/29/2013 | Common Stock | 1,248 | $11.84(3) | 0 | D | ||||
Stock Option (right to buy) | $6.8 | 10/30/2008 | D | 20,000 | (4) | 10/07/2014 | Common Stock | 20,000 | $5.45(3) | 0 | D | ||||
Stock Option (right to buy) | $7.69 | 10/30/2008 | D | 5,000 | (5) | 10/07/2015 | Common Stock | 5,000 | $4.56(3) | 0 | D | ||||
Stock Option (right to buy) | $7.23 | 10/30/2008 | D | 800 | (6) | 10/20/2015 | Common Stock | 800 | $5.02(3) | 0 | D | ||||
Stock Option (right to buy) | $12.17 | 10/30/2008 | D | 3,639 | (7) | 05/24/2016 | Common Stock | 3,639 | $0.08(3) | 0 | D | ||||
Stock Option (right to buy) | $11.85 | 10/30/2008 | D | 5,800 | (8) | 05/30/2017 | Common Stock | 5,800 | $0.4(3) | 0 | D | ||||
Stock Option (right to buy) | $8.5 | 10/30/2008 | D | 7,000 | (9) | 06/30/2018 | Common Stock | 7,000 | $3.75(3) | 0 | D | ||||
Restricted Stock Units | $0(10) | 10/30/2008 | D | 3,500 | (11) | 06/30/2009 | Common Stock | 3,500 | $12.25(12) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the merger agreement between the Issuer and Essar Services, Mauritius in exchange for $12.25 per share. |
2. This option provided for vesting quarterly over a three-year period, vesting in full on June 6, 2006. |
3. Pursuant to the merger agreement between the Issuer and Essar Services, Mauritius, all stock options (whether or not vested) were cancelled and converted into the right to receive a cash payment equal to the number of shares of the Issuer's common stock underlying the option multiplied by the amount, if any, that $12.25 exceeded the exercise price of this option, less any applicable withholding taxes. |
4. This option provided for vesting quarterly over a three-year period, vesting in full on October 7, 2007. |
5. This option provided for vesting quarterly over a one-year period, vesting in full on October 7, 2006. |
6. This option provided for vesting quarterly over a one-year period, vesting in full on October 20, 2006. |
7. This option provided for vesting quarterly over a one-year period, vesting in full on May 24, 2007. |
8. This option provided for vesting quarterly over a one-year period, vesting in full on May 30, 2008. |
9. This option provided for vesting quarterly over a one-year period, vesting in full on June 30, 2009. |
10. RSU - No exercise price. |
11. This restricted stock unit provided for vesting in full on June 30, 2009. |
12. Pursuant to the merger agreement between the Issuer and Essar Services, Mauritius, all restricted stock units were cancelled and converted into the right to receive a cash payment equal to the number of shares of the Issuer's common stock subject to this RSU multiplied by $12.25, less any applicable withholding taxes. |
Remarks: |
/s/ Peter Phan by Power of Attorney for Michael Edell | 11/03/2008 | |
** 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. |