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
ECHELON CORP [ ELON ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2011 | ||||||||||||||||||||||||||
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 | 03/01/2011 | M | 3,405 | A | (13) | 3,405 | D | |||
Common Stock | 03/01/2011 | F | 1,343 | D | $8.54 | 2,062 | D | |||
Common Stock | 03/01/2011 | M | 1,693 | A | (13) | 3,755 | D | |||
Common Stock | 03/01/2011 | F | 620 | D | $8.54 | 3,135 | D | |||
Common Stock | 03/02/2011 | G | 3,135 | D | $0 | 0 | D | |||
Common Stock | 03/02/2011 | G | 3,135 | A | $0 | 1,833,271 | I | See footnote(1) | ||
Common Stock | 03/02/2011 | S | 2,062(16) | D | $8.5008 | 1,831,209 | I | See footnote(1) | ||
Common Stock | 210,492 | I | See footnote(2) | |||||||
Common Stock | 210,492 | I | See footnote(3) | |||||||
Common Stock | 108,033 | I | See footnote(4) | |||||||
Common Stock | 108,033 | I | See footnote(5) | |||||||
Common Stock | 89,508 | I | See footnote(6) | |||||||
Common Stock | 89,508 | I | See footnote(7) | |||||||
Common Stock | 98,107 | I | See footnote(8) | |||||||
Common Stock | 98,107 | I | See footnote(9) | |||||||
Common Stock | 268,638 | I | See footnote(11) | |||||||
Common Stock | 268,638 | I | See footnote(12) | |||||||
Common Stock | 488,428 | I | See footnote(10) |
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 | ||||||||
Performance Shares | (13) | 03/01/2011 | M | 3,405 | (14) | 03/10/2011 | Common Stock | 3,405 | $0 | 0 | D | ||||
Performance Shares | (13) | 03/01/2011 | M | 1,693 | (15) | 03/01/2013 | Common Stock | 1,693 | $0 | 38,958 | D |
Explanation of Responses: |
1. These shares are held by the Oshman Trust dated July 10, 1979 (the "Oshman Living Trust"), of which the Reporting Person and his spouse, Barbara S. Oshman, serve as co-trustees. |
2. These shares are held by the M. Kenneth Oshman 2010A Annuity Trust dated August 18, 2010. |
3. These shares are held by the Barbara S. Oshman 2010A Annuity Trust dated August 18, 2010. |
4. These shares are held by the M. Kenneth Oshman 2009 Annuity Trust dated February 20, 2009 (the "K. Oshman 2009 Annuity Trust"). |
5. These shares are held by the Barbara S. Oshman 2009 Annuity Trust dated February 20, 2009 (the "B. Oshman 2009 Annuity Trust"). |
6. These shares are held by the M. Kenneth Oshman 2009A Annuity Trust dated August 4, 2009. |
7. These shares are held by the Barbara S. Oshman 2009A Annuity Trust dated August 4, 2009. |
8. These shares are held by the M. Kenneth Oshman 2010 Annuity Trust dated February 23, 2010 (the "K. Oshman 2010 Annuity Trust"). |
9. These shares are held by the Barbara S. Oshman 2010 Annuity Trust dated February 23, 2010 (the "B. Oshman 2010 Annuity Trust"). |
10. These shares are held by O-S Ventures, a general partnership, of which M. Kenneth Oshman is general partner. |
11. These shares are held by the M. Kenneth Oshman 2011 Annuity Trust #1 dated February 25, 2011 (the "K. Oshman 2011 Annuity Trust"). 185,187 shares previously reported as indirectly beneficially owned by the K. Oshman 2009 Annuity Trust were transferred from the K. Oshman 2009 Annuity Trust to the K. Oshman 2011 Annuity Trust. Additionally, 83,451 shares previously reported as indirectly beneficially owned by the K. Oshman 2010 Annuity Trust were transferred from the K. Oshman 2010 Annuity Trust to the K. Oshman 2011 Annuity Trust. |
12. These shares are held by the Barbara S. Oshman 2011 Annuity Trust #1 dated February 25, 2011 (the "B. Oshman 2011 Annuity Trust"). 185,187 shares previously reported as indirectly beneficially owned by the B. Oshman 2009 Annuity Trust were transferred from the B. Oshman 2009 Annuity Trust to the B. Oshman 2011 Annuity Trust. Additionally, 83,451 shares previously reported as indirectly beneficially owned by the B. Oshman 2010 Annuity Trust were transferred from the B. Oshman 2010 Annuity Trust to the B. Oshman 2011 Annuity Trust. |
13. Each performance share represents the right to receive one share of the Issuer's Common Stock. |
14. 3,405 of the 40,850 shares granted to M. Kenneth Oshman under the Issuer's 1997 Stock Plan were vested and released to M. Kenneth Oshman effective March 1, 2011. Such 40,850 share grant vests at the following rate: 1/12th of such shares on April 1, 2010 and on each one-month anniversary thereafter. |
15. 1,693 of the 40,651 shares granted to M. Kenneth Oshman under the Issuer's 1997 Stock Plan were vested and released to M. Kenneth Oshman effective March 1, 2011. Such 40,651 share grant vests at the following rate: 1/24th of such shares on March 1, 2011 and on each one-month anniversary thereafter. |
16. This trade was executed pursuant to a Rule 10b5-1 trading plan that was adopted on May 20, 2010. |
/s/ Oliver R. Stanfield, attorney-in-fact for M. Kenneth Oshman | 03/02/2011 | |
** 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. |