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*
FIEGER JAMES M
(Last) (First) (Middle)
170 TRACER LANE
(Street)
WALTHAM MA 02451
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UNICA CORP [ UNCA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr VP World Wide Sales
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2010
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 01/05/2010 D 10,032 D $21(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
Restricted Stock Units (2) 10/05/2010 D 15,000 (3) (4) Common Stock 15,000 (3) 0 D
Restricted Stock Units (2) 10/05/2010 D 28,125 (3) (4) Common Stock 28,125 (3) 0 D
Nonqualified Stock Option $6.95 10/05/2010 D 81,250 (5) 08/12/2015 Common Stock 81,250 (5) 0 D
Nonqualified Stock Option $6.79 10/05/2010 D 15,937 (6) 12/03/2015 Common Stock 15,937 (6) 0 D
Explanation of Responses:
1. Shares were disposed of pursuant to the merger agreement between the Issuer and International Business Machines Corporation ("IBM") in exchange for a cash payment of $21.00 per share on the effective date of the merger.
2. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
3. Pursuant to the terms of the restricted stock unit award agreement and the executive retention agreement, in each case between the Issuer and the Reporting Person, 75% of the restricted stock units vested at the effective time of the merger. Each such restricted stock unit that vested at the effective time of the merger agreement was disposed of pursuant to the merger agreement in exchange for a cash payment of $21.00 per restricted stock unit.
4. These restricted stock units do not have an expiration date.
5. This option was granted on August 12, 2009 and provided for vesting as to 25% on July 13, 2010 and 6.25% every three months thereafter. Pursuant to the terms of the option award agreement and the executive retention agreement, in each case between the Issuer and the Reporting Person, at the effective time of the merger, 75% of the then unvested options vested. Pursuant to the merger agreement and an option cancellation agreement between the Issuer and the reporting person, this option was cancelled in exchange for a cash payment equal to $1,141,562.50, before reduction for taxes, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00.
6. This option was granted on December 3, 2009 and provided for vesting as to 12.5% on June 1, 2010 and 6.25% every three months thereafter. Pursuant to the terms of the option award agreement and the executive retention agreement, in each case between the Issuer and the Reporting Person, at the effective time of the merger, 75% of the then unvested options vested. Pursuant to the merger agreement and an option cancellation agreement between the Issuer and the reporting person, this option was cancelled in exchange for a cash payment equal to $226,464.77, before reduction for taxes, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00.
Remarks:
/s/ Jason W. Joseph, Vice President and General Counsel By Power of Attorney 10/07/2010
** 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).
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