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
RIGHTNOW TECHNOLOGIES INC [ RNOW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2011 | ||||||||||||||||||||||||||
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 | 02/25/2011 | M | 15,000(1) | A | $16.31 | 15,000 | I | See footnote(1) | ||
Common Stock | 02/25/2011 | M | 15,000(1) | A | $15.12 | 30,000 | I | See footnote(1) | ||
Common Stock | 02/25/2011 | M | 15,000(1) | A | $14.33 | 45,000 | I | See footnote(1) | ||
Common Stock | 02/25/2011 | M | 15,000(1) | A | $8.38 | 60,000 | I | See footnote(1) | ||
Common Stock | 02/25/2011 | M | 15,000(1) | A | $9.07 | 75,000 | I | See footnote(1) | ||
Common Stock | 02/25/2011 | S | 75,000 | D | $26.89(7) | 0 | I | See footnote(1) | ||
Common Stock | 17,800 | 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 Option (right to buy) | $16.31 | 02/25/2011 | M | 15,000(1) | 05/31/2006(2) | 05/31/2016 | Common Stock | 15,000(1) | $0 | 0(1) | I | See footnote(1) | |||
Stock Option (right to buy) | $15.12 | 02/25/2011 | M | 15,000(1) | 06/07/2007(3) | 06/07/2017 | Common Stock | 15,000(1) | $0 | 0(1) | I | See footnote(1) | |||
Stock Option (right to buy) | $14.33 | 02/25/2011 | M | 15,000(1) | 06/06/2008(4) | 06/06/2018 | Common Stock | 15,000(1) | $0 | 0(1) | I | See footnote(1) | |||
Stock Option (right to buy) | $8.38 | 02/25/2011 | M | 15,000(1) | 05/10/2009(5) | 02/10/2019 | Common Stock | 15,000(1) | $0 | 0(1) | I | See footnote(1) | |||
Stock Option (right to buy) | $9.07 | 02/25/2011 | M | 15,000(1) | 06/03/2009(6) | 06/03/2019 | Common Stock | 15,000(1) | $0 | 0(1) | I | See footnote(1) |
Explanation of Responses: |
1. The options were granted to Mr. Avis as a part of director compensation. Mr. Avis is deemed to hold the options for the benefit of Summit Partners, L.P. Summit Partners, L.P., through a two-person investment committee, has voting and dispositive authority over the shares, and therefore may beneficially own the shares. Mr. Avis is a member of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P. Mr. Avis disclaims beneficial ownership of the shares, and this report shall not be deemed an admission that Mr. Avis is the beneficial owner of the shares for the purposes of Section 16 or for any other purpose, except, in each case, to the extent of Mr. Avis' pecuniary interest therein. |
2. The option vested and became exercisable as to 100% of the shares on May 31, 2006. |
3. The option vested and became exercisable as to 100% of the shares on June 7, 2007. |
4. The option vested and became exercisable as to 100% of the shares on June 6, 2008. |
5. The option vested and became exercisable in four equal quarterly installments beginning May 10, 2009. |
6. The option vested and became exercisable as to 100% of the shares on June 3, 2009. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.75 to $27.07, inclusive. The reporting person undertakes to provide to RightNow Technologies, Inc., any security holder of RightNow Technologies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
/s/ Joshua W. Burnim, Attorney in Fact for: Gregory M. Avis | 03/01/2011 | |
** 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. |