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
COMPUTER NETWORK TECHNOLOGY CORP [ CMNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2005 | ||||||||||||||||||||||||||
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 | 06/01/2005 | D | 32,194(1) | D | (2) | 0 | D | |||
Common Stock | 06/01/2005 | D | 1,099 | D | (3) | 0 | I | Through the Company's 401(k) plan |
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 | ||||||||
Incentive Stock Option (right to buy) | $9.6875 | 06/01/2005 | D | 11,709 | (4) | 12/09/2008 | Common Stock | 11,709 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $9.6875 | 06/01/2005 | D | 18,291 | (5) | 12/09/2008 | Common Stock | 18,291 | (5) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $21.875 | 06/01/2005 | D | 84,179 | (6) | 05/12/2009 | Common Stock | 84,179 | (6) | 0 | D | ||||
Incentive Stock Option (right to buy) | $21.875 | 06/01/2005 | D | 5,821 | (7) | 05/12/2009 | Common Stock | 5,821 | (7) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $8.7812 | 06/01/2005 | D | 67,225 | (8) | 04/04/2011 | Common Stock | 67,225 | (8) | 0 | D | ||||
Incentive Stock Option (right to buy) | $8.7812 | 06/01/2005 | D | 22,775 | (9) | 04/04/2011 | Common Stock | 22,775 | (9) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $10.01 | 06/01/2005 | D | 2,503 | (10) | 04/25/2011 | Common Stock | 2,503 | (10) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $11.35 | 06/01/2005 | D | 18,750 | (11) | 02/24/2012 | Common Stock | 18,750 | (11) | 0 | D | ||||
Incentive Stock Option (right to buy) | $11.35 | 06/01/2005 | D | 6,250 | (12) | 02/24/2012 | Common Stock | 6,250 | (12) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $4.53 | 06/01/2005 | D | 23,583 | (13) | 10/06/2012 | Common Stock | 23,583 | (13) | 0 | D | ||||
Incentive Stock Option (right to buy) | $4.53 | 06/01/2005 | D | 6,417 | (14) | 10/06/2012 | Common Stock | 6,417 | (14) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $6.57 | 06/01/2005 | D | 22,500 | (15) | 03/04/2013 | Common Stock | 22,500 | (15) | 0 | D | ||||
Incentive Stock Option (right to buy) | $6.57 | 06/01/2005 | D | 7,500 | (16) | 03/04/2012 | Common Stock | 7,500 | (16) | 0 | D |
Explanation of Responses: |
1. Includes award of 16,000 restricted stock units, all of which will vest upon completion of the merger. |
2. Disposed of pursuant to Agreement and Plan of Merger among Issuer, McData Corporation and Condor Acqusition, Inc. in exchange for 21,052 shares of McData Class A common stock and 20,800 restricted stock units for McData Class A common stock, respectively, having a market value of $3.76 per share on the effective date of the merger, together with cash in lieu of fractional shares. |
3. Disposed of pursuant to Agreement and Plan of Merger among Issuer, McData Corporation and Condor Acquisition, Inc. in exchange for 1,428 shares of McData Class A common stock having a market value of $3.76 per share on the effective date of the merger, together with cash in lieu of fractional shares. |
4. This fully vested option granted on December 10, 1998 was assumed by McData Corporation and replaced with an option to acquire 15,221 shares of McData Class A common stock for $7.45 per share, together with cash in lieu of fractional shares. |
5. This fully vested option granted on December 10, 1998 was assumed by McData Corporation and replaced with an option to acquire 23,778 shares of McData Class A common stock for $7.45 per share, together with cash in lieu of fractional shares. |
6. This fully vested option granted on May 13, 1999 was assumed by McData Corporation and replaced with an option to acquire 109,432 shares of McData Class A common stock for $16.83 per share, together with cash in lieu of fractional shares. |
7. This fully vested option granted on May 13, 1999 was assumed by McData Corporation and replaced with an option to acquire 7,567 shares of McData Class A common stock for $16.83 per share, together with cash in lieu of fractional shares. |
8. This fully vested option granted on April 5, 2001 was assumed by McData Corporation and replaced with an option to acquire 87,392 shares of McData Class A common stock for $6.75 per share, together with cash in lieu of fractional shares. |
9. This fully vested option granted on April 5, 2001 was assumed by McData Corporation and replaced with an option to acquire 29,607 shares of McData Class A common stock for $6.75 per share, together with cash in lieu of fractional shares. |
10. This fully vested option granted on April 26, 2001 was assumed by McData Corporation and replaced with an option to acquire 3,253 shares of McData Class A common stock for $7.70 per share, together with cash in lieu of fractional shares. |
11. This fully vested option granted on February 25, 2002 was assumed by McData Corporation and replaced with an option to acquire 24,375 shares of McData Class A common stock for $8.73 per share. |
12. This option, which was granted on February 25, 2002 and provided for vesting on February 25, 2006, was assumed by McData Corporation and replaced with an option to acquire 8,125 shares of McData Class A common stock for $8.73 per share. Notwithstanding the foregoing, this option will fully vest if employment is terminated without cause upon completion of the merger. |
13. This partially vested option, which was granted on October 7, 2002 and provided for vesting of 7,499 options on October 7, 2005 and 1,085 options on October 7, 2006, respectively, was assumed by McData Corporation and replaced with an option to acquire 30,657 shares of McData Class A common stock for $3.48 per share, together with cash in lieu of fractional shares. Notwithstanding the foregoing, this option will fully vest if employment is terminated without cause upon completion of the merger. |
14. This partially vested option, which was granted on October 7, 2002 and provided for vesting of one option on October 7, 2005 and 6,415 options on October 7, 2006, respectively, was assumed by McData Corporation and replaced with an option to acquire 8,342 shares of McData Class A common stock for $3.48 per share, together with cash in lieu of fractional shares. Notwithstanding the foregoing, this option will fully vest if employment is terminated without cause upon completion of the merger. |
15. This partially vested option, which was granted on March 5, 2003 and provided for vesting of 7,500 options on March 5, 2006, was assumed by McData Corporation and replaced with an option to acquire 29,250 shares of McData Class A common stock for $5.05 per share. Notwithstanding the foregoing, this option will fully vest if employment is terminated without cause upon completion of the merger. |
16. This option, which was granted on March 5, 2003 and provided for vesting on March 5, 2007, was assumed by McData Corporation and replaced with an option to acquire 9,750 shares of McData Class A common stock for $5.05 per share. Notwithstanding the foregoing, this option will vest if employment is terminated without cause upon completion of the merger. |
Remarks: |
/s/ Gregory T. Barnum, Attorney-in-fact | 06/01/2005 | |
** 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. |