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^*

Lee Yuchun

(Last)

(First)

(Middle)

170 TRACER LANE

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNICA CORP [ UNCA ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2010

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	09/29/2010		M		33,333	A	$3.3	52,104	D
Common Stock	10/05/2010		D		52,104	D	$21⁽¹⁾	0	D
Common Stock	10/05/2010		D		14,142	D	$21⁽¹⁾	0	I	by Agustina Sumito Lee
Common Stock	10/05/2010		D		2,192,197	D	$21⁽¹⁾	0	I	by Agustina Sumito Living Trust
Common Stock	10/05/2010		D		1,000,000	D	$21⁽¹⁾	0	I	by Yuchun Lee 2010 GRAT
Common Stock	10/05/2010		D		686,616	D	$21⁽¹⁾	0	I	by Lee Sumito Irrevocable Trust
Common Stock	10/05/2010		D		300,890	D	$21⁽¹⁾	0	I	by Yuchun Lee Living Trust
Common Stock	10/05/2010		D		166,913	D	$21⁽¹⁾	0	I	by 2001 Lee Charitable Trust

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)
Restricted Stock Units	⁽²⁾	10/05/2010		D			5,000	⁽³⁾⁽⁴⁾	⁽⁵⁾	Common Stock	5,000	⁽³⁾⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	10/05/2010		D			37,500	⁽³⁾⁽⁶⁾	⁽⁵⁾	Common Stock	37,500	⁽³⁾⁽⁶⁾	0	D
Restricted Stock Units	⁽²⁾	10/05/2010		D			50,000	⁽³⁾⁽⁷⁾	⁽⁵⁾	Common Stock	50,000	⁽³⁾⁽⁷⁾	0	D
Incentive Stock Option	$3.3	09/29/2010		M			33,333	⁽⁸⁾	10/23/2012	Common Stock	33,333	$0.00	0	D
Nonqualified Stock Option	$3	10/05/2010		D			185,000	⁽⁹⁾	07/23/2013	Common Stock	185,000	$18	0	D
Nonqualified Stock Option	$3	10/05/2010		D			61,666	⁽¹⁰⁾	10/23/2012	Common Stock	61,666	$18	0	D
Nonqualified Stock Option	$11.4	10/05/2010		D			40,000	⁽¹¹⁾⁽¹²⁾	03/06/2013	Common Stock	40,000	⁽¹¹⁾⁽¹²⁾	0	D
Nonqualified Stock Option	$6.46	10/05/2010		D			60,000	⁽¹¹⁾⁽¹³⁾	03/07/2014	Common Stock	60,000	⁽¹¹⁾⁽¹³⁾	0	D
Nonqualified Stock Option	$4.21	10/05/2010		D			50,000	⁽¹¹⁾⁽¹⁴⁾	12/11/2014	Common Stock	50,000	⁽¹¹⁾⁽¹⁴⁾	0	D
Nonqualified Stock Option	$6.79	10/05/2010		D			50,000	⁽¹¹⁾⁽¹⁵⁾	12/03/2015	Common Stock	50,000	⁽¹¹⁾⁽¹⁵⁾	0	D

Explanation of Responses:

1. Shares were disposed of pursuant to the merger agreement between the Issuer and International Business Machines Corporation ("IBM") in exchange for a cash payment of $21.00 per share on the effective date of the merger.

2. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

3. Pursuant to the terms of the restricted stock unit award agreement and certain employment arrangements with IBM, 50% of the restricted stock units vested at the effective time of the merger. Each such restricted stock unit that vested at the effective time of the merger agreement was disposed of pursuant to the merger agreement in exchange for a cash payment of $21.00 per restricted stock unit. The remaining 50% of the restricted stock units were converted, pursuant to the merger agreement, into the right to receive a cash payment of $21.00 per restricted stock unit at the time that such restricted stock unit would have vested pursuant to its terms in effect as of immediately prior to the effective time of the merger.

4. The remaining restricted stock units will vest as follows: 2,500 of the total number of restricted stock units in this grant on December 1, 2010, subject to the reporting person's continued service with IBM.

5. These restricted stock units do not have an expiration date.

6. The remaining restricted stock units will vest as follows: 6,250 of the total number of restricted stock units in this grant on December 1, 2010, 6,250 of the total number of restricted stock units in this grant on December 1, 2011, and 6,250 of the total number of restricted stock units covered by this grant on December 1, 2012, subject to the reporting person's continued service with IBM.

7. The remaining restricted stock units will vest as follows: 6,250 of the total number of restricted stock units in this grant on December 1, 2010, 6,250 of the total number of restricted stock units in this grant on December 1, 2011, 6,250 of the total number of restricted stock units covered by this grant on December 1, 2012 and 6,250 of the total number of restricted stock units in this grant on December 1, 2013, subject to the reporting person's continued service with IBM.

8. This option was fully vested.

9. This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $3,330,000, before reduction for taxes, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00.

10. This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $1,109,998, before reduction for taxes, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00.

11. Pursuant to the terms of the stock option agreement and certain employment arrangements with IBM, 50% of the unvested stock options vested at the effective time of the merger.

12. This option was granted on March 6, 2007 and provided for vesting as to 12.5% of the underlying shares on June 1, 2007 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 38,750 shares, cancelled in exchange for a cash payment equal to $372,000 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 1,250 shares, pursuant to the merger agreement, was replaced with an option to acquire 199 shares of IBM common stock at an exercise price of $71.29.

13. This option was granted on March 7, 2008 and provided for vesting as to 12.5% of the underlying shares on June 1, 2008 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 50,625 shares, cancelled in exchange for a cash payment equal to $736,087.50 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 9,375 shares, pursuant to the merger agreement, was replaced with an option to acquire 1,499 shares of IBM common stock at an exercise price of $40.40.

14. This option was granted on December 11, 2008 and provided for vesting as to 12.5% of the underlying shares on June 1, 2009 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 35,937 shares, cancelled in exchange for a cash payment equal to $603,382.23 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 14,063 shares, pursuant to the merger agreement, was replaced with an option to acquire 2,248 shares of IBM common stock at an exercise price of $26.33.

15. This option was granted on December 3, 2009 and provided for vesting as to 12.5% of the underlying shares on June 1, 2010 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 29,687 shares, cancelled in exchange for a cash payment equal to $421,852.27 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 20,313 shares, pursuant to the merger agreement, was replaced with an option to acquire 3,248 shares of IBM common stock at an exercise price of $42.46.

Remarks:

	/s/ Jason W. Joseph, Vice President and General Counsel By Power of Attorney	10/07/2010
	** Signature of Reporting Person	Date
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