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
ULTICOM, INC [ ULCM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2010 | ||||||||||||||||||||||||||
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 | 12/03/2010 | D | 4,125 | D | $2.33(1) | 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 | ||||||||
Stock Options | $92.94 | 12/03/2010 | D | 1,250 | (5) | 03/07/2011 | Common Stock | 0 | $0(2) | 0 | D | ||||
Stock Options | $20.22 | 12/03/2010 | D | 1,250 | (4) | 03/16/2015 | Common Stock | 0 | $0(2) | 0 | D | ||||
Deferred Stock Units | (3) | 12/03/2010 | D | 1,375 | 12/03/2010 | 01/03/2011 | Common Stock | 0 | $2.33(1) | 0 | D | ||||
Deferred Stock Units | (3) | 12/03/2010 | D | 3,105.59 | 12/03/2010 | 01/02/2012 | Common Stock | 0 | $2.33(1) | 0 | D |
Explanation of Responses: |
1. On October 12, 2010, Ulticom, Inc. ("Ulticom"), Utah Intermediate Holding Corporation and Utah Merger Corporation ("Merger Sub") entered into a merger agreement (the "Merger Agreement") which provided for a merger in which Merger Sub will merge with and into Ulticom with Ulticom as the surviving corporation (the "Merger"). At the effective time on December 3, 2010, each issued and outstanding share of Ulticom common stock was cancelled and converted into the right to receive $2.33 in cash. |
2. Securities were cancelled in connection with the merger of Ulticom, Inc. on December 3, 2010 for no consideration since the exercise price was greater than the merger consideration of $2.33 per share. |
3. Pursuant to the terms of the Merger Agreement, each unit of deferred stock was converted into the right to receive an amount equal to the merger consideration multiplied by the number of shares of Ulticom common stock formerly represented by such deferred stock. |
4. These options vested in four equal installments on 4/30/2005, 7/30/2005, 10/30/2005 and 1/31/2006. |
5. These options vested 100% on 3/7/2002. |
Remarks: |
/s/Dawn Branin, as Attorney-in-Fact for Rex McWilliams | 12/03/2010 | |
** 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. |