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*
OLIVER AUGUSTUS K

(Last) (First) (Middle)
C/O OLIVER PRESS PARTNERS, LLC
152 WEST 57TH STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMVERSE TECHNOLOGY INC/NY/ [ CMVT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2011
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 12/09/2011 J (1) 3,328 A (1) (2) 1,696,635 (3) I (3) By Partnership (3)
Common Stock 12/18/2012 J (4) 362,985 D (2) (4) 1,333,650 (3) I (3) By Partnership (3)
Common Stock 12/18/2012 J (4) 362,985 A (2) (4) 1,696,635 (3) I (3) By Partnership (3)
Common Stock 12/18/2012 J (5) 1,495,009 D (2) (5) 201,626 (3) I (3) By Partnership (3)
Common Stock 12/18/2012 S (6) 151,626 (6) D $3.6564 (6) (7) 50,000 (3) I (3) By Partnership (3)
Common Stock 12/19/2012 S (6) 50,000 (6) D $3.6565 (6) (8) 0 (3) I (3) By Partnership (3)
Common Stock 79,736 (9) D
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
Explanation of Responses:
1. JE and Master Fund (each as defined in Footnote 3 below) received an aggregate of 3,328 shares of the common stock of Comverse Technology, Inc. (the "Company") as the funds' share of the settlement of shareholder litigation against the Company.
2. Not applicable.
3. The Reporting Person is a director of the Company. The Reporting Person is the (i) Managing Member of Oliver Press Investors, LLC, a Delaware limited liability company and the general partner of each of Davenport Partners, L.P., a Delaware limited partnership ("Davenport"), JE Partners, a Bermuda partnership ("JE") and Oliver Press Master Fund LP, a Cayman limited partnership ("Master Fund" and, together with Davenport and JE, the "Partnerships"), and (ii) Managing Member of Oliver Press Partners, LLC, a Delaware limited liability company and the investment adviser to each of the Partnerships. The Partnerships own certain securities of the Company, all of which are subject to the shared voting and investment authority of the Reporting Person, among others. The Reporting Person's interest in the securities of the Company owned by the Partnerships is limited to the extent of his pecuniary interest in the Partnerships, if any.
4. Distribution (without consideration) in-kind from Master Fund to Davenport. The aggregate number of shares of Company common stock held by the Partnerships did not change as a result of the distribution.
5. Distribution (without consideration) in-kind from the Partnerships to certain of their respective limited partners.
6. The number of securities reported represents an aggregate number of shares sold by Davenport in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. The Reporting Person undertakes to provide the staff of the SEC, the Company, or a stockholder of the Company, upon request, the number of shares sold at each separate price within the range.
7. Sales prices in the range from $3.60 to $3.67 per share, inclusive.
8. Sales prices in the range from $3.65 to $3.67 per share, inclusive.
9. Includes 34,938 shares of Company common stock deliverable in settlement of unvested awards of deferred stock units, as adjusted by the Company for its spin-off of Comverse, Inc. Upon ultimate realization of cash proceeds with respect to the awards, such cash proceeds may be applied as a credit against management fees payable by the Partnerships. The Reporting Person's interest in the securities reported on Table I herein is limited to the extent of his pecuniary interest in such securities, if any.
Remarks:
/s/ Augustus K. Oliver 12/19/2012
** 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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