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*
Veneziano James

(Last) (First) (Middle)
C/O TRIMBLE NAVIGATION LIMITED
935 STEWART DRIVE

(Street)
SUNNYVALE CA 94085

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRIMBLE NAVIGATION LTD /CA/ [ TRMB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
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 03/01/2016 M 2,130 A $10.005 55,995.73 (1) (2) D
Common Stock 03/01/2016 S 2,130 D $24.515 (3) 53,865.73 D
Common Stock 5,866.268 (4) (5) I By 401(k) Plan
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
Employee Stock Option $10.005 03/01/2016 M 2,130 (6) 05/19/2016 Common Stock 2,130 $0 0 D
Explanation of Responses:
1. Includes 694.059 shares acquired on February 29,2016 under the Amended and Restated Employee Stock Purchase Plan.
2. This number of shares has been reduced by 5,213.57 shares that were incorrectly reported as owned directly on the reporting person's Form 3, which was filed February 20, 2013. These shares were acquired under the Trimble Navigation LTD 401(k) Plan.
3. This transaction was executed in multiple trades at prices ranging from $24.51 to $24.52; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
4. This number of shares reflects 5,213.57 shares that were incorrectly reported as owned directly on the reporting person's Form 3, which was filed February 20, 2013. These shares were acquired under the Trimble Navigation LTD 401(k) Plan.
5. This number of shares also reflects shares that were omitted from any Forms 4 filed by the reporting person after his original Form 3 was filed. Between January 10, 2014 and February 19, 2016, the reporting person acquired 652.698 shares of Trimble Navigation common stock under the Trimble Navigation LTD 401(k) Plan.
6. 40% of these options became exercisable on 5/19/2011 and an additional 1.67% of these options become exercisable monthly thereafer.
Remarks:
James A. Kirkland, Attorney-in-Fact 03/03/2016
** 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.