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
KENEXA CORP [ KNXA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2012 | ||||||||||||||||||||||||||
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 | 12/03/2012 | D | 23,917 | D | (1) | 26,750 | D | |||
COMMON STOCK | 12/03/2012 | D | 26,750 | D | $46(2) | 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 OPTION (RIGHT TO BUY) | $18.66 | 12/03/2012 | D | 25,000 | (3) | 01/02/2013 | COMMON STOCK | 25,000 | $27.34(4) | 0 | D | ||||
STOCK OPTION (RIGHT TO BUY) | $5.11 | 12/03/2012 | D | 20,000 | (3) | 11/25/2018 | COMMON STOCK | 20,000 | $40.89(5) | 0 | D | ||||
STOCK OPTION (RIGHT TO BUY) | $4.74 | 12/03/2012 | D | 40,000 | (6) | 02/19/2019 | COMMON STOCK | 40,000 | (6) | 0 | D | ||||
STOCK OPTION (RIGHT TO BUY) | $10.5 | 12/03/2012 | D | 40,000 | (7) | 02/17/2020 | COMMON STOCK | 40,000 | (7) | 0 | D | ||||
STOCK OPTION (RIGHT TO BUY) | $25 | 12/03/2012 | D | 1,000 | (8) | 02/16/2021 | COMMON STOCK | 1,000 | (8) | 0 | D | ||||
STOCK OPTION (RIGHT TO BUY) | $28.48 | 12/03/2012 | D | 20,000 | (9) | 02/27/2022 | COMMON STOCK | 20,000 | (9) | 0 | D |
Explanation of Responses: |
1. In connection with a merger agreement between the Issuer and International Business Machines Corporation ("IBM"), this amount represents unvested Kenexa restricted stock units ("RSUs") that were cancelled in exchange for restricted stock units with respect to shares of IBM common stock ("IBM RSUs") using an exchange ratio of 0.240805 IBM RSUs for each Kenexa RSU. |
2. Disposed of pursuant to the merger agreement in exchange for a cash payment of $46.00 per share on the effective date of the merger. |
3. The stock option is fully vested and exercisable. |
4. Pursuant to the terms of the merger agreement, this option was cancelled in exchange for a cash payment of $683,500, representing the aggregate difference between the merger consideration of $46.00 per share and the exercise price of the option on the effictive date of the merger. |
5. Pursuant to the terms of the merger agreement, this option was cancelled in exchange for a cash payment of $817,800, representing the aggregate difference between the merger consideration of $46.00 per share and the exercise price of the option on the effictive date of the merger. |
6. This option was granted on February 19, 2009 and was vested as to 30,000 shares on the effective date of the merger. Pursuant to the terms of the merger agreement this option was, (i) with respect to 30,000 vested and unexercised shares, cancelled in exchange for a cash payment of $1,237,800, representing the aggregate difference between the merger consideration of $46.00 per share the exercise price of the option; and, (ii) with respect to 10,000 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $19.61/share, with the right to acquire each Issuer share converted into the right to acquire 0.2417 shares of IBM common stock. |
7. This option was granted on February 17, 2010 and was vested as to 20,000 shares on the effective date of the merger. Pursuant to the terms of the merger agreement this option was, (i) with respect to 20,000 vested and unexercised shares, cancelled in exchange for a cash payment of $710,000, representing the aggregate difference between the merger consideration of $46.00 per share the exercise price of the option; and, (ii) with respect to 20,000 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $43.44/share, with the right to acquire each Issuer share converted into the right to acquire 0.2417 shares of IBM common stock. |
8. This option was granted on February 16, 2011 and was vested as to 250 shares on the effective date of the merger. Pursuant to the terms of the merger agreement this option was, (i) with respect to 250 vested and unexercised shares, cancelled in exchange for a cash payment of $5,250, representing the aggregate difference between the merger consideration of $46.00 per share the exercise price of the option; and, (ii) with respect to 750 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $103.44/share, with the right to acquire each Issuer share converted into the right to acquire 0.2417 shares of IBM common stock. |
9. This option was granted on February 27, 2012 and, pursuant to the terms of the merger agreement this option was, with respect to 20,000 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $117.84/share, with the right to acquire each Issuer share converted into the right to acquire 0.2417 shares of IBM common stock. |
Remarks: |
Donald F. Volk, as Attorney-In-Fact for James P. Restivo | 12/04/2012 | |
** 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. |