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*
Roesch Martin F

(Last) (First) (Middle)
C/O SOURCEFIRE, INC.
9770 PATUXENT WOODS DRIVE

(Street)
COLUMBIA MD 21046

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOURCEFIRE INC [ FIRE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CTO
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2013
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 09/20/2013 G V 65,790 D $0.00 302,447 D
Common Stock(1) 10/07/2013 A 65,789 A $0.00 368,236 D
Common Stock 10/07/2013 D 240,972 D(2) $76 127,264 D
Common Stock(1) 10/07/2013 D 127,264 D(2) (3) 0 D
Common Stock 10/07/2013 D 243,045 D(2) $76 0 I By GRAT(4)
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) $2.03 10/07/2013 D 61,576 (5) 06/24/2015 Common Stock 61,576 (5) 0 D
Stock Option (right to buy) $15.49 10/07/2013 D 6,075 (6) 03/09/2017 Common Stock 6,075 (6) 0 D
Stock Option (right to buy) $6.47 10/07/2013 D 7,407 (7) 02/26/2018 Common Stock 7,407 (7) 0 D
Stock Option (right to buy) $26.16 10/07/2013 D 14,200 (8) 03/07/2018 Common Stock 14,200 (8) 0 D
Explanation of Responses:
1. This security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
2. These securities were disposed of pursuant to an Agreement and Plan of Merger between the issuer, Cisco Systems, Inc. ("Cisco") and Shasta Acquisition Corp.
3. These restricted stock units were assumed by Cisco in the merger and replaced with 406,235 restricted stock units of Cisco.
4. These shares were held by The Martin F. Roesch 2010 Grantor Retained Annuity Trust, of which the reporting person is the trustee.
5. This option, which was fully vested, was assumed by Cisco in the merger and replaced with an option to purchase 196,556 shares of common stock of Cisco at an exercise price of $0.64 per share.
6. This option, which was fully vested, was assumed by Cisco in the merger and replaced with an option to purchase 19,391 shares of common stock of Cisco at an exercise price of $4.86 per share.
7. This option, which was fully vested, was assumed by Cisco in the merger and replaced with an option to purchase 23,643 shares of common stock of Cisco at an exercise price of $2.03 per share.
8. This option, which provided for vesting of 25% of the shares underlying the option on March 7, 2012 and the remainder vesting in 36 equal monthly installments thereafter, was assumed by Cisco in the merger and replaced with an option to purchase 45,327 shares of common stock of Cisco at an exercise price of $8.20 per share.
Remarks:
/s/ Brian F. Leaf, Attorney-in-fact 10/09/2013
** 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).
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