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*
WALKER MICHAEL
(Last) (First) (Middle)
47071 BAYSIDE PARKWAY
(Street)
FREMONT CA 94538
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
@ROAD, INC [ ARDI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CTO and EVP
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2007
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 02/14/2007 M 20,000 A $1.51 153,864 D
Common Stock 02/14/2007 M 48,024 A $0.0667 201,888 D
Common Stock 02/14/2007 M 67,689 A $2 269,577 D
Common Stock 02/15/2007 J(1) 1,800 A $2.907 271,377 D
Common Stock 02/16/2007 D 271,377 D (2) 0 D
Common Stock 02/16/2007 D 80,000 D (3) 0 I Fm Ltd Ptnrship
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
Incentive Stock Option (right to buy) $0.0667 02/14/2007 M 48,024 (4) 07/27/2009 Common Stock 48,024 (5) 0 D
Incentive Stock Option (right to buy) $1.51 02/14/2007 M 20,000 09/30/2002 06/14/2011 Common Stock 20,000 (5) 0 D
Incentive Stock Option (right to buy) $2 02/14/2007 M 67,689 10/01/2005 09/30/2011 Common Stock 67,689 (5) 0 D
Incentive Stock Option (right to buy) $3.47 02/16/2007 D 18,001 (6) 07/26/2014 Common Stock 18,001 (5) 0 D
Incentive Stock Option (right to buy) $3.9 02/16/2007 D 24,625 (7) 08/21/2015 Common Stock 24,625 (5) 0 D
Incentive Stock Option (right to buy) $4.4 02/16/2007 D 11,112 (8) 08/22/2016 Common Stock 11,112 (5) 0 D
Incentive Stock Option (right to buy) $5.04 02/16/2007 D 120,000 (9) 08/15/2012 Common Stock 120,000 (5) 0 D
Non-Qualified Stock Option (right to buy) $0.6667 02/16/2007 D 18,476 (10) 07/26/2009 Common Stock 18,476 (5) 0 D
Non-Qualified Stock Option (right to buy) $2 02/16/2007 D 7,311 (11) 09/30/2011 Common Stock 7,311 (5) 0 D
Non-Qualified Stock Option (right to buy) $3.47 02/16/2007 D 41,999 (12) 07/26/2014 Common Stock 41,999 (5) 0 D
Non-Qualified Stock Option (right to buy) $3.9 02/16/2007 D 25,375 (13) 08/21/2015 Common Stock 25,375 (5) 0 D
Non-Qualified Stock Option (right to buy) $4.4 02/16/2007 D 8,888 (14) 08/22/2016 Common Stock 8,888 (5) 0 D
Explanation of Responses:
1. Acquired under the @Road, Inc. 2000 Employee Stock Purchase Plan on February 15, 2007.
2. Disposed of pursuant to an Agreement and Plan of Merger between the Issuer, Trimble Navigation Limited ("Trimble") and Roadrunner Acquisition Corp. (the "Merger") in exchange for 12,130 shares of Trimble common stock having a market value of $55.96 per share on the effective date of the Merger and a cash payment of $1,356,915.78.
3. Disposed of pursuant to an Agreement and Plan of Merger between the Issuer, Trimble Navigation Limited ("Trimble") and Roadrunner Acquisition Corp. (the "Merger") in exchange for 3,576 shares of Trimble common stock having a market value of $55.96 per share on the effective date of the Merger and a cash payment of $400,000.
4. 25% vested upon 1st annual anniversary of the grant date of 07/27/99 and 1/48 vesting monthly thereafter.
5. Blank intentionally
6. This option, which originally provided for vesting in four annual installments from July 27, 2004, was assumed by Trimble in the Merger with respect to 18,000 shares and replaced with an option to purchase 2,412 shares of Trimble common stock for $25.90 per share; and was canceled in the Merger with respect to 1 share in exchange for a cash payment of $4.03.
7. This option, which originally provided for vesting in four annual installments from August 22, 2005, was assumed by Trimble in the Merger and replaced with an option to purchase 3,300 shares of Trimble common stock for $29.11 per share.
8. This option, which originally provided for vesting in three annual installments from August 22, 2006, was assumed by Trimble in the Merger with respect to 10,557 shares and replaced with an option to purchase 1,414 shares of Trimble common stock for $32.84 per share; and was canceled in the Merger with respect to 555 shares in exchange for a cash payment of $1,160.86 and 10 shares of Trimble common stock.
9. This option, which became fully vested as of August 16, 2006, was canceled in the Merger with respect to 120,000 shares in exchange for a cash payment of $196,927.22 and 1,756 shares of Trimble common stock.
10. This option, which became fully vested as of July 13, 2003, was canceled in the Merger in exchange for a cash payment of $84,223.70 and 751 shares of Trimble common stock.
11. This option, which became fully vested as of December 1, 2002, was canceled in the Merger in exchange for a cash payment of $26,835.10 and 239 shares of Trimble common stock.
12. This option, which originally provided for vesting in four annual installments from July 27, 2004, was assumed by Trimble in the Merger with respect to 18,000 shares and replaced with an option to purchase 2,412 shares of Trimble common stock for $25.90 per share; and was canceled in the Merger with respect to 23,999 shares in exchange for a cash payment of $64,536.67 and 575 shares of Trimble common stock.
13. This option, which originally provided for vesting in four annual installments from August 22, 2005, was assumed by Trimble in the Merger with respect to 20,375 shares and replaced with an option to purchase 2,730 shares of Trimble common stock for $29.11 per share; and was canceled in the Merger with respect to 5,000 shares in exchange for a cash payment of $12,011.85 and 107 shares of Trimble common stock.
14. This option, which originally provided for vesting in three annual installments from August 22, 2006, was assumed by Trimble in the Merger with respect to 6,666 shares and replaced with an option to purchase 893 shares of Trimble common stock for $32.84 per share; and was canceled in the Merger with respect to 2,222 shares in exchange for a cash payment of $4,649.64 and 40 shares of Trimble common stock.
/s/ Michael Walker 02/16/2007
** Signature of Reporting Person Date
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