| 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
NOVELL INC [ NOVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/27/2011 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 04/27/2011 | D | 53,135 | D | (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 | ||||||||
| Stock Option (right to buy) | $2.43 | 04/27/2011 | D | 30,000 | (2) | 11/01/2012 | Common Stock | 30,000 | $3.67 | 0 | D | ||||
| Stock Option (right to buy) | $2.75 | 04/27/2011 | D | 25,000 | (3) | 05/01/2011 | Common Stock | 25,000 | $3.35 | 0 | D | ||||
| Stock Option (right to buy) | $3.34 | 04/27/2011 | D | 20,000 | (4) | 06/02/2011 | Common Stock | 20,000 | $2.76 | 0 | D | ||||
| Stock Option (right to buy) | $5.91 | 04/27/2011 | D | 15,000 | (5) | 05/02/2015 | Common Stock | 15,000 | $0.19 | 0 | D | ||||
| Stock Option (right to buy) | $5.91 | 04/27/2011 | D | 10,000 | (6) | 05/02/2013 | Common Stock | 10,000 | $0.19 | 0 | D | ||||
| Stock Option (right to buy) | $3.89 | 04/27/2011 | D | 25,146 | (7) | 04/07/2017 | Common Stock | 25,146 | $2.21 | 0 | D | ||||
| Stock Option (right to buy) | $5.89 | 04/27/2011 | D | 18,614 | (8) | 06/07/2018 | Common Stock | 18,614 | $0.21 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 2,272 | (10) | (10) | Common Stock | 2,272 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 568 | (11) | (11) | Common Stock | 568 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 1,736 | (12) | (12) | Common Stock | 1,736 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 434 | (13) | (13) | Common Stock | 434 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 1,064 | (14) | (14) | Common Stock | 1,064 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 266 | (15) | (15) | Common Stock | 266 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 492 | (16) | (16) | Common Stock | 492 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 123 | (17) | (17) | Common Stock | 123 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 365 | (18) | (18) | Common Stock | 365 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 91 | (19) | (19) | Common Stock | 91 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 347 | (20) | (20) | Common Stock | 347 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 86 | (21) | (21) | Common Stock | 86 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 433 | (22) | (22) | Common Stock | 433 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 108 | (23) | (23) | Common Stock | 108 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 528 | (24) | (24) | Common Stock | 528 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 132 | (25) | (25) | Common Stock | 132 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 513 | (26) | (26) | Common Stock | 513 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 128 | (27) | (27) | Common Stock | 128 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 410 | (28) | (28) | Common Stock | 410 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 102 | (29) | (29) | Common Stock | 102 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 320 | (30) | (30) | Common Stock | 320 | $6.1 | 0 | D | ||||
| Common Stock Equivalent | (9) | 04/27/2011 | D | 80 | (31) | (31) | Common Stock | 80 | $6.1 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 21, 2010, by and among Novell, Inc. ("Novell"), Attachmate Corporation and Longview Software Acquisition Corp. (the "Merger Agreement") in exchange for a cash payment of $6.10 per share (the "Merger Consideration") on the effective date of the merger. |
| 2. Pursuant to the Merger Agreement, this option, which provided for vesting in four equal installments beginning on November 1, 2003, was canceled in exchange for a cash payment of $110,100, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option. |
| 3. Pursuant to the Merger Agreement, this option, which provided for vesting in two equal installments beginning on May 1, 2004, was canceled in exchange for a cash payment of $83,750, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option. |
| 4. Pursuant to the Merger Agreement, this option, which provided for vesting in four equal installments beginning on June 2, 2004, was canceled in exchange for a cash payment of $55,200, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option. |
| 5. Pursuant to the Merger Agreement, this option, which provided for vesting in two equal installments beginning on May 1, 2006, was canceled in exchange for a cash payment of $2,850, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option. |
| 6. Pursuant to the Merger Agreement, this option, which provided for vesting in two equal installments beginning on May 1, 2006, was canceled in exchange for a cash payment of $1,900, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option. |
| 7. Pursuant to the Merger Agreement, this option, which provided for vesting in two equal installments beginning on April 7, 2010, was canceled in exchange for a cash payment of $55,572.66, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option. |
| 8. Pursuant to the Merger Agreement, this option, which provided for 100% vesting on earlier to occur of (i) the first anniversary of the Grant Date, or (ii) the business day immediately prior to the date of the next annual meeting of stockholders following the Grant Date, was canceled in exchange for a cash payment of $3,908.94, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option. |
| 9. Each common stock equivalent ("CSE") is the economic equivalent of one share of Novell common stock. |
| 10. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $13,859.20, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 11. Pursuant to the Merger Agreement, this match CSE, which vested on May 1, 2006 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $3,464.80, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 12. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $10,589.60, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 13. Pursuant to the Merger Agreement, this match CSE, which vested on August 1, 2006 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $2,647.40, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 14. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $6,490.40, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 15. Pursuant to the Merger Agreement, this match CSE, which vested on November 1, 2006 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $1,622.60, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 16. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $3,001.20, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 17. Pursuant to the Merger Agreement, this match CSE, which vested on February 1, 2007 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $750.30, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 18. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $2,226.50, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 19. Pursuant to the Merger Agreement, this match CSE, which vested on August 2, 2007 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $555.10, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 20. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $2,116.70, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 21. Pursuant to the Merger Agreement, this match CSE, which vested on November 1, 2007 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $524.60, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 22. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $2,641.30, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 23. Pursuant to the Merger Agreement, this match CSE, which vested on February 1, 2008 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $658.80, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 24. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $3,220.80, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 25. Pursuant to the Merger Agreement, this match CSE, which vested on May 1, 2008 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $805.20, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 26. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $3,129.30, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 27. Pursuant to the Merger Agreement, this match CSE, which vested on August 1, 2008 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $780.80, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 28. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $2,501, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 29. Pursuant to the Merger Agreement, this match CSE, which vested on November 1, 2008 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $622.20, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 30. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $1,952, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| 31. Pursuant to the Merger Agreement, this match CSE, which vested on February 1, 2009 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $488, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE. |
| Remarks: |
| Form 1 of 2 |
| /s/ Elspeth Grant Pruett/Attorney-in-fact | 04/28/2011 | |
| ** 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. | ||