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
COMPELLENT TECHNOLOGIES INC [ CML ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2009 | ||||||||||||||||||||||||||
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 | 02/17/2009 | S | 44,356 | D | $13.62 | 1,848,594 | I | By Centennial Ventures VII, L.P.(1) | ||
Common Stock | 02/17/2009 | S | 644 | D | $13.62 | 26,799 | I | By Centennial Entrepreneurs Fund VII, L.P.(1) | ||
Common Stock | 02/18/2009 | S | 6,407 | D | $13.51 | 1,842,187 | I | By Centennial Ventures VII, L.P.(1) | ||
Common Stock | 02/18/2009 | S | 93 | D | $13.51 | 26,706 | I | By Centennial Entrepreneurs Fund VII, L.P.(1) | ||
Common Stock | 02/19/2009 | S | 18,728 | D | $13.71 | 1,823,459 | I | By Centennial Ventures VII, L.P.(1) | ||
Common Stock | 02/19/2009 | S | 272 | D | $13.71 | 26,434 | I | By Centennial Entrepreneurs Fund VII, L.P.(1) |
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) | $13.43 | 02/17/2009 | A | 14,729 | (2) | 02/16/2016 | Common Stock | 14,729 | $0 | 14,729 | D(3) | ||||
Stock Option (Right to Buy) | $8.64 | (4) | 02/18/2015 | Common Stock | 60,260 | 60,260 | D(3) |
Explanation of Responses: |
1. Centennial Holdings VII, LLC ("Holdings") is the general partner of each of Centennial Ventures VII, L.P. ("Fund VII") and Centennial Entrepreneurs Fund VII, L.P. ("E Fund VII" and together with Fund VII, the "Funds"), each of which may be deemed to beneficially own the shares under Section 13(d) of the Securities and Exchange Act of 1934, as amended. The Reporting Person is a managing director of Centennial Holdings VII, LLC and may be deemed to have a pecuniary interest in the shares beneficially owned by the Centennial entities. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
2. Stock option vests over a three-year period in 36 equal monthly installments beginning on February 17, 2009. |
3. Pursuant to an agreement among Holdings, the Funds and the Reporting Person, the Reporting Person is deemed to hold the reported stock option for the benefit of Holdings, and must exercise the stock option upon the direction of Holdings, which is entitled to the underlying shares of common stock issuable upon exercise of the stock option. Holdings may be deemed, therefore, to be the indirect beneficial owner of the stock option granted to the Reporting Person, and the Reporting Person may be deemed to be the indirect beneficial owner of the stock option through his relationship with Holdings. The Reporting Person disclaims beneficial ownership of the stock option except to the extent of his pecuniary interest therein. |
4. Stock option vests over a three-year period in 36 equal monthly installments beginning on February 19, 2008. |
/s/ Neel Sarkar | 02/19/2009 | |
** 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. |