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
BMC SOFTWARE INC [ BMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/10/2013 | ||||||||||||||||||||||||||
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 | 09/10/2013 | D | 61,532 | D | $46.25 | 11,911 | D | |||
Common Stock | 09/10/2013 | D | 11,911(1) | D | $46.25 | 0 | D |
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 | ||||||||
Employee Stock Option (Right to Buy) | $39.295 | 09/10/2013 | D | 20,000 | (2) | 06/06/2014 | Common Stock | 20,000 | (3) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $19.93 | 09/10/2013 | D | 9,375 | (4) | 08/04/2015 | Common Stock | 9,375 | (3) | 0 | D | ||||
Performance-based Market Stock Units | (5) | 09/10/2013 | D | 5,035 | (6) | (7) | Common Stock | 5,035 | (8) | 0 | D | ||||
Performance-based Market Stock Units | (5) | 09/10/2013 | D | 15,759 | (7) | (7) | Common Stock | 15,759 | (8) | 0 | D | ||||
Performance-based Market Stock Units | (5) | 09/10/2013 | D | 15,698 | (7) | (7) | Common Stock | 15,698 | (8) | 0 | D | ||||
Performance-based Market Stock Units | (5) | 09/10/2013 | D | 23,741 | (7) | (7) | Common Stock | 23,741 | (8) | 0 | D |
Explanation of Responses: |
1. Represent shares of common stock which were not sold in the merger and have been rolled over into investment in the new Parent of the Company |
2. The stock options vest monthly over four years from grant date of 6/6/2008. |
3. These options were cancelled in the merger in exchange for a cash payment equal to the product of (a) the number of shares of common stock covered by the option multiplied by (b) the difference between the merger consideration of $46.25 per share and the exercise price of the option. |
4. The option becomes exercisable in 6.25% quarterly installments over a four year period following date of grant. |
5. Each performance-based market stock unit (MSU) represents the right to receive, following vesting, up to 150% of one share of BMC common stock. The actual number of shares of BMC common stock acquired upon vesting of the performance-based MSUs can range from 0% to 150% of the number of MSUs awarded and is contingent upon the achievement of pre-established performance metrics, as approved by BMC's Compensation Committee. One half of the performance-based MSUs are subject to vesting two years after the award date, and one half are subject to vesting three years after the award date. |
6. Unless earlier forfeited under the terms of the performance-based MSU award agreement, each performance-based MSU converts into up to 150% of one share of BMC common stock based upon performance vesting. One half of the performance-based MSUs will vest based upon performance over a two year period ending two years after the award date, and one half of the performance-based MSUs will vest based upon performance over a three year period ending three years after the award date. |
7. Unless earlier forfeited under the terms of the performance-based MSU award agreement, each performance-based MSU converts into up to 150% of one share of BMC common stock based upon performance vesting. One half of the performance-based MSUs will vest based upon performance over a two year period ending two years after the award date, and one half of the performance-based MSUs will vest based upon performance over a three year period ending three years after the award date. |
8. These performance-based market stock units were fully vested at the effective time of the merger and cancelled in exchange for a cash payment equal to the product of the number of stock units multiplied by the merger consideration of $46.25 per share. |
Christopher C. Chaffin, Attorney-in-Fact for Kiarash Behnia | 09/12/2013 | |
** 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). | ||
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. |