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*
DIPALMA DINO
(Last) (First) (Middle)
C/O ACME PACKET, INC.
100 CROSBY DRIVE
(Street)
BEDFORD MA 01730
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACME PACKET INC [ APKT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Sales & Business Develop
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2013
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 03/28/2013 D 618 D $29.25(1) 0 D
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
Stock Option (Right to Buy) $34.29 03/28/2013 D 1,433 (2) 02/06/2019 Common Stock 1,433 (3) 0 D
Stock Option (Right to Buy) $34.29 03/28/2013 D 40,100 (4) 02/06/2019 Common Stock 40,100 (3) 0 D
Stock Option (Right to Buy) $4.35 03/28/2013 D 37,500 (5) 02/10/2016 Common Stock 37,500 $24.9 0 D
Stock Option (Right to Buy) $7.58 03/28/2013 D 4,159 (6) 02/12/2015 Common Stock 4,159 $21.67 0 D
Stock Option (Right to Buy) $66.55 03/28/2013 D 30,000 (7) 02/03/2018 Common Stock 30,000 (3) 0 D
Stock Option (Right to Buy) $13.04 03/28/2013 D 65,250 (8) 02/04/2017 Common Stock 65,250 $16.21 0 D
Stock Option (Right to Buy) $13.04 03/28/2013 D 21,750 (8) 02/04/2017 Common Stock 21,750 (3) 0 D
Explanation of Responses:
1. Disposed of for a cash payment of $29.25 per share pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 4, 2013 by and among Acme Packet, Inc. ("Acme"), OC Acquisition LLC, Andes Acquisition Corporation, and Oracle Corporation ("Oracle") in connection with the merger that became effective on March 28, 2013.
2. One hundred percent of the shares underlying the option vested on February 6, 2013.
3. Pursuant to the terms of the Merger Agreement, in connection with the merger that became effective on March 28, 2013, unvested outstanding stock options and vested outstanding stock options with an exercise price equal to or greater than $29.25 were converted into options to purchase Oracle common stock in accordance with the exchange ratio set forth in the Merger Agreement.
4. Twenty-five percent of the shares underlying the option vested on February 6, 2013 and the balance of the shares vest in quarterly installments beginning on April 1, 2013 and ending on February 6, 2016.
5. Twenty-five percent of the shares underlying the option vested on February 10, 2010 and the balance of the shares vested in twelve equal installments beginning on April 1, 2010 and ending on February 10, 2013.
6. Twenty-five percent of the shares underlying the option vested on February 12, 2009 and the balance of the shares vested in twelve equal installments beginning on April 1, 2009 and ending on February 12, 2012.
7. Twenty-five (25) percent of the shares underlying the option vested on February 3, 2012, and the balance of the shares vest in twelve (12) quarterly installments on the first day of the first calendar quarter beginning on April 1, 2012 and ending on January 1, 2015.
8. Twenty-five (25) percent of the shares underlying the option vested on February 4, 2011, and the balance of the shares vest in twelve (12) quarterly installments on the first day of the first calendar quarter beginning on April 1, 2011 and ending on January 1, 2014.
Remarks:
/s/ Tim Demakis, as attorney-in-fact 03/29/2013
** 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).
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