| 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
ARTESYN TECHNOLOGIES INC [ ATSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2006 | ||||||||||||||||||||||||||
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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 | ||||||
| Restricted Stock | 04/28/2006 | D | 33,400 | D | $11(1) | 0 | D | |||
| Common Stock | 04/28/2006 | D | 278,928 | D | $11(1) | 0 | D | |||
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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 | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $8.35 | 04/28/2006 | D | 37,500 | (2) | 06/02/2010 | Common Stock | 37,500 | $2.65(2) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $7.68 | 04/28/2006 | D | 100,000 | (2) | 07/26/2009 | Common Stock | 100,000 | $3.32(2) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $9.06 | 04/28/2006 | D | 60,000 | (2) | 06/10/2009 | Common Stock | 60,000 | $1.94(2) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $6.97 | 04/28/2006 | D | 100,000 | (2) | 07/23/2008 | Common Stock | 100,000 | $4.03(2) | 0 | D | ||||
| Non-Qualfied Stock Option (Right to Buy) | $3.2 | 04/28/2006 | D | 75,000 | (2) | 03/10/2008 | Common Stock | 75,000 | $7.8(2) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $1.83 | 04/28/2006 | D | 30,000 | (2) | 11/01/2007 | Common Stock | 30,000 | $9.17(2) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $2.48 | 04/28/2006 | D | 30,000 | (2) | 08/16/2007 | Common Stock | 30,000 | $8.52(2) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $2.65 | 04/28/2006 | D | 100,000 | (2) | 08/08/2007 | Common Stock | 100,000 | $8.35(2) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $10.25 | 04/28/2006 | D | 75,000 | (2) | 01/18/2007 | Common Stock | 75,000 | $0.75(2) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $7.2 | 04/28/2006 | D | 70,000 | (2) | 10/24/2006 | Common Stock | 70,000 | $3.8(2) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among issuer, Emerson Electric Co. and Atlanta Acquisition Sub, Inc., dated as of February 1, 2006 and amended as of March 16, 2006, in exchange for $11.00 for each share of common stock of the issuer (the "Common Stock") held by the reporting person. |
| 2. This option provided for (i) 50% vesting after the second anniversary of the date of grant, (ii) an additional 50% vest after the third anniversary, each subject to price performance of the Common Stock, and (iii) 100% vesting 58 months from the date of grant regardless of performance of the stock price. This option was disposed of pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the number of shares of Common Stock subject to the option multiplied by (ii) the excess, if any, of $11.00 over the exercise price per share of Common Stock under such option. |
| /s/ Giselle Hurwitz for Joseph M. O'Donnell | 05/01/2006 | |
| ** 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. | ||