SEC FORM 4

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^*

Cousins Peter

(Last)

(First)

(Middle)

170 TRACER LANE

(Street)

WALTHAM

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)
	Chief Technology Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/05/2010		D		1,102	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	10/05/2010		D			10,000	⁽³⁾⁽⁴⁾	⁽⁵⁾	Common Stock	10,000	⁽³⁾⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	10/05/2010		D			15,000	⁽³⁾⁽⁶⁾	⁽⁵⁾	Common Stock	15,000	⁽³⁾⁽⁶⁾	0	D
Restricted Stock Units	⁽²⁾	10/05/2010		D			15,000	⁽³⁾⁽⁷⁾	⁽⁵⁾	Common Stock	15,000	⁽³⁾⁽⁷⁾	0	D
Nonqualified Stock Option	$4.21	10/05/2010		D			20,000	⁽⁸⁾⁽⁹⁾	12/11/2014	Common Stock	20,000	⁽⁸⁾⁽⁹⁾	0	D
Nonqualified Stock Option	$4.84	10/05/2010		D			13,333	⁽⁸⁾⁽¹⁰⁾	02/26/2015	Common Stock	13,333	⁽⁸⁾⁽¹⁰⁾	0	D
Nonqualified Stock Option	$6.79	10/05/2010		D			15,000	⁽⁸⁾⁽¹¹⁾	12/03/2015	Common Stock	15,000	⁽⁸⁾⁽¹¹⁾	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 certain employment arrangements with IBM, 50% 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. The remaining 50% of the restricted stock units were converted, pursuant to the merger agreement, into the right to receive a cash payment of $21.00 per restricted stock unit at the time that such restricted stock unit would have vested pursuant to its terms in effect as of immediately prior to the effective time of the merger.

4. The remaining restricted stock units will vest as follows: 2,500 of the total number of restricted stock units in this grant on December 1, 2010 and 2,500 of the total number of restricted stock units in this grant on December 1, 2011, subject to the reporting person's continued service with IBM.

5. These restricted stock units do not have an expiration date.

6. The remaining restricted stock units will vest as follows: 2,500 of the total number of restricted stock units in this grant on December 1, 2010, 2,500 of the total number of restricted stock units in this grant on December 1, 2011, and 2,500 of the total number of restricted stock units in this grant on December 1, 2012, subject to the reporting person's continued service with IBM.

7. The remaining restricted stock units will vest as follows: 1,875 of the total number of restricted stock units in this grant on December 1, 2010, 1,875 of the total number of restricted stock units in this grant on December 1, 2011, 1,875 of the total number of restricted stock units in this grant on December 1, 2012, and 1,875 of the total number of restricted stock units in this grant on December 1, 2013, subject to the reporting person's continued service with IBM.

8. Pursuant to the terms of the stock option agreement and certain employment arrangements with IBM, 50% of the unvested stock options vested at the effective time of the merger.

9. This option was granted on December 11, 2008 and provided for vesting as to 12.5% of the underlying shares on June 1, 2009 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 14,375 shares, cancelled in exchange for a cash payment equal to $241,356.25 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 5,625 shares, pursuant to the merger agreement, was replaced with an option to acquire 899 shares of IBM common stock at an exercise price of $26.33.

10. This option was granted on February 26, 2009 and provided for vesting as to 50.0% of the underlying shares on February 26, 2010 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 10,834 shares, cancelled in exchange for a cash payment equal to $175,077.44 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 2,499 shares, pursuant to the merger agreement, was replaced with an option to acquire 399 shares of IBM common stock at an exercise price of $30.27.

11. This option was granted on December 3, 2009 and provided for vesting as to 12.5% of the underlying shares on June 1, 2010 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 8,906 shares, cancelled in exchange for a cash payment equal to $126,554.26 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 6,094 shares, pursuant to the merger agreement, was replaced with an option to acquire 974 shares of IBM common stock at an exercise price of $42.46.

Remarks:

	/s/ Jason W. Joseph, Vice President and General Counsel By Power of Attorney	10/07/2010
	** Signature of Reporting Person	Date
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