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
MICROMUSE INC [ MUSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2003 | ||||||||||||||||||||||||||
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 | 08/25/2003 | M | 35,542 | A | $5.42 | 37,952 | D | |||
Common Stock | 08/25/2003 | S | 35,542 | D | $8.4284 | 2,410 | D | |||
Common Stock | 08/25/2003 | M | 13,333 | A | $1.54 | 15,743 | D | |||
Common Stock | 08/25/2003 | S | 13,333 | D | $8.4284 | 2,410 | D | |||
Common Stock | 08/25/2003 | M | 9,900 | A | $7.41 | 12,310 | D | |||
Common Stock | 08/25/2003 | S | 9,900 | D | $8.41 | 2,410 | 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 | ||||||||
Non-Qualified Stock Option (right to buy) | $1.54 | 08/25/2003 | M | 13,333 | 04/16/2003(2) | 10/16/2012 | Common Stock | 13,333 | (1) | 86,667 | D | ||||
Non-Qualified Stock Option (right to buy) | $5.42 | 08/25/2003 | M | 35,542 | 04/01/2002(2) | 10/01/2011 | Common Stock | 35,542 | (1) | 155,558 | D | ||||
Non-Qualified Stock Option (right to buy) | $7.41 | 08/25/2003 | M | 9,900 | 04/01/1999(3) | 03/01/2009 | Common Stock | 9,900 | (1) | 2,130,100 | D |
Explanation of Responses: |
1. The reported transaction is an exercise of a derivative security, in which we have left column 8 blank, and have reported the exercise or conversion price of the derivative security in column 2. |
2. The Option shall become exercisable with respect to (i) one-sixth (1/6) of the Option Shares upon Optionee's completion of six (6) months of Service measured from the Grant Date and (ii) the balance of the Option Shares in a series of thirty (30) successive equal monthly installments upon Optionee's completion of each additional month of Service over the thirty (30) month period measured from the six (6) month anniversary of Grant Date. |
3. This option becomes exercisable as to a series of equal monthly installments over 48 months of service. |
Remarks: |
The directly owned common stock holdings reflected in Table 1, Column 5 of this form include shares purchased through Micromuse Inc's 1998 Employee Stock Purchase Plan. 1 share was acquired on July 31, 2002, 1639 shares were acquired on January 31, 2002, 385 shares were acquired on July 31, 2001 and 385 shares were acquired on January 31, 2001. |
By: LeeAnn Linck, Attorney In Fact For: Gregory Brown | 08/26/2003 | |
** 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. |