| 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
TOLLGRADE COMMUNICATIONS INC \PA\ [ TLGD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2011 | ||||||||||||||||||||||||||
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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 | 05/10/2011 | D | 15,764(1) | D | $10.1(2) | 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 | ||||||||
| Nonstatutory stock option | $28.395 | 05/10/2011 | D | 2,000 | 10/11/2001 | 10/11/2011 | Common stock | 2,000 | $0(3) | 0 | D | ||||
| Nonstatutory stock option | $32.9 | 05/10/2011 | D | 3,000 | 12/19/2001 | 12/19/2011 | Common stock | 3,000 | $0(3) | 0 | D | ||||
| Nonstatutory stock option | $13.63 | 05/10/2011 | D | 5,000 | 12/16/2002 | 12/16/2012 | Common stock | 5,000 | $0(3) | 0 | D | ||||
| Nonstatutory stock option | $17.11 | 05/10/2011 | D | 5,000 | 12/17/2003 | 12/17/2013 | Common stock | 5,000 | $0(3) | 0 | D | ||||
| Nonstatutory stock option | $11.78 | 05/10/2011 | D | 5,000 | 12/16/2004 | 12/16/2014 | Common stock | 5,000 | $0(3) | 0 | D | ||||
| Nonstatutory stock option | $8.49 | 05/10/2011 | D | 5,000 | 10/10/2005 | 10/10/2015 | Common stock | 5,000 | $1.61(3) | 0 | D | ||||
| Nonstatutory stock option | $6.57 | 05/10/2011 | D | 5,000 | 01/28/2008 | 01/28/2018 | Common stock | 5,000 | $3.53(3) | 0 | D | ||||
| Nonstatutory stock option | $5.38 | 05/10/2011 | D | 5,000 | 01/26/2009 | 01/26/2019 | Common stock | 5,000 | $4.72(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 8,000 restricted shares of common stock. |
| 2. Pursuant to the Agreement and Plan of Merger, dated February 21, 2011, among Tollgrade Communications, Inc. ("Tollgrade"), Talon Holdings, Inc. and Talon Merger Sub, Inc. (the "Merger Agreement"), effective as of May 10, 2011, shares of Tollgrade common stock (including restricted shares) were automatically canceled and converted into the right to receive $10.10 per share in cash. |
| 3. Pursuant to the Merger Agreement, effective as of May 10, 2011, each stock option was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess, if any, of $10.10 over the exercise price of such stock option, multiplied by (b) the number of shares which could have been purchased pon exercise of such stock option, without regard to whether or not such stock option was then vested. Any stock option with an exercise price equal to or greater than $10.10 was canceled without any right to payment. |
| /s/Jennifer M. Reinke, attorney-in-fact for Robert W. Kampmeinert | 05/12/2011 | |
| ** 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. | ||