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*
BARNETT GARY

(Last) (First) (Middle)
1310 RIDDER PARK DR

(Street)
SAN JOSE CA 95131-2313

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASPECT COMMUNICATIONS CORP [ ASPT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2005
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 08/28/2005 G(28) 950 D (28) 0 D
Common Stock 08/28/2005 G(29) 950 D (29) 0 D
Common Stock 08/28/2005 G(30) 950 D (30) 0 D
Common Stock 08/28/2005 G(31) 950 D (31) 0 D
Common Stock 09/22/2005 D 71,100 D (32) 0 D
Common Stock 09/22/2005 D 40,600 D (32) 0 I By spouse(1)
Common Stock 09/22/2005 D 1,900 D (32) 0 I Held by son(24)
Common Stock 09/22/2005 D 1,900 D (32) 0 I Held by son(25)
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) $4.2 09/22/2005 D 15,000 (2) (3) Common Stock 15,000 $7.4 0 D
Stock Option (Right to Buy) $8.8125 09/22/2005 D 35,000 (4) (5) Common Stock 35,000 $2.7875 0 D
Stock Option (Right to Buy) $6.99 09/22/2005 D 106,036 (6) (7) Common Stock 106,036 $4.61 0 D
Stock Option (Right to Buy) $6.99 09/22/2005 D 18,964 (8) (9) Common Stock 18,964 $4.61 0 D
Stock Option (Right to Buy) $10.75 09/22/2005 D 100,000 (10) (11) Common Stock 100,000 $0.85 0 D
Stock Option (Right to Buy) $8.25 09/22/2005 D 3,500 (12) (13) Common Stock 3,500 $3.35 0 D
Stock Option (Right to Buy) $2.95 09/22/2005 D 25,156 (14) (15) Common Stock 25,156 $8.65 0 D
Stock Option (Right to Buy) $2.95 09/22/2005 D 44,844 (16) (17) Common Stock 44,844 $8.65 0 D
Stock Option (Right to Buy) $8.94 09/22/2005 D 100,000 (18) (19) Common Stock 100,000 $2.66 0 D
Stock Option (Right to Buy) $8.94 09/22/2005 D 200,000 (20) (21) Common Stock 200,000 $2.66 0 D
Stock Option (Right to Buy) $4.79 09/22/2005 D 73,333 (22) (23) Common Stock 73,333 $6.81 0 D
Stock Option (Right to Buy) $4.79 09/22/2005 D 6,667 (26) (27) Common Stock 6,667 $6.81 0 D
Stock Option (Right to Buy) $45.875 09/22/2005 D 20,000 (33) (33) Common Stock 20,000 (33) 0 D
Stock Option (Right to Buy) $18.5 09/22/2005 D 19,861 (33) (33) Common Stock 19,861 (33) 0 D
Stock Option (Right to Buy) $18.5 09/22/2005 D 5,139 (33) (33) Common Stock 5,139 (33) 0 D
Stock Option (Right to Buy) $19 09/22/2005 D 8,064 (33) (33) Common Stock 8,064 (33) 0 D
Stock Option (Right to Buy) $19 09/22/2005 D 141,936 (33) (33) Common Stock 141,936 (33) 0 D
Stock Option (Right to Buy) $16.3 09/22/2005 D 1,563 (33) (33) Common Stock 1,563 (33) 0 D
Stock Option (Right to Buy) $16.3 09/22/2005 D 73,347 (33) (33) Common Stock 73,347 (33) 0 D
Stock Option (Right to Buy) $13.9375 09/22/2005 D 10,000 (33) (33) Common Stock 10,000 (33) 0 D
Stock Option (Right to Buy) $18.5 09/22/2005 D 13,950 (33) (33) Common Stock 13,950 (33) 0 D
Stock Option (Right to Buy) $18.5 09/22/2005 D 6,050 (33) (33) Common Stock 6,050 (33) 0 D
Explanation of Responses:
1. Shares are registered to Sharon M. Barnett, spouse of Gary Barnett.
2. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $111,000, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
3. This option originally had an expiration date of 1/3/2012, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
4. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $97,562.50, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
5. This option originally had an expiration date of 6/4/2009, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
6. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $488,825.96, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
7. This option originally had an expiration date of 6/29/2011, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
8. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $87,424.04, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
9. This option originally had an expiration date of 6/29/2011, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
10. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $85,000.00, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
11. This option originally had an expiration date of 12/14/2010, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
12. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $11,725.00, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
13. This option originally had an expiration date of 2/8/2009, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
14. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $217,599.40, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
15. This option originally had an expiration date of 1/22/2013, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
16. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $387,900.60, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
17. This option originally had an expiration date of 1/22/2013, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
18. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $266,000.00, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
19. This option originally had an expiration date of 5/4/2015, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
20. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $532,000.00, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
21. This option originally had an expiration date of 5/4/2015, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
22. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $499,397.73, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
23. This option originally had an expiration date of 4/24/2012, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
24. Disposition of shares by Gary E. Barnett as custodian for Taylor Barnett, UTMA (TN).
25. Disposition of shares by Gary E. Barnett as custodian for Sean Barnett, UTMA (TN).
26. This option, which became vested and exercisable in its entirety immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. (the "Merger Agreement"), was cancelled in the merger in exchange for a cash payment of $45,402.27, representing the difference between the exercise price of the option and $11.60 per share (the per share consideration for issuer common stock paid in the merger).
27. This option originally had an expiration date of 4/24/2012, however, pursuant to the terms of issuer's option plan and the Merger Agreement, this option terminated on 9/22/2005 at the effective time of the merger.
28. Disposition of shares, by gift for no consideration, to Gary E. Barnett as custodian for Taylor Barnett, UTMA (TN), his son, an individual whose holdings may be attributable to Mr. Barnett. Mr. Barnett disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Barnett is the beneficial owner of these shares for Section 16 or any other purpose.
29. Disposition of shares, by gift for no consideration, to Gary E. Barnett as custodian for Sean Barnett, UTMA (TN), his son, an individual whose holdings may be attributable to Mr. Barnett. Mr. Barnett disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Barnett is the beneficial owner of these shares for Section 16 or any other purpose.
30. Disposition of shares, by gift for no consideration, by spouse of Gary E. Barnett, to Gary E. Barnett as custodian for Taylor Barnett, UTMA (TN), his son, an individual whose holdings may be attributable to Mr. Barnett. Mr. Barnett disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Barnett is the beneficial owner of these shares for Section 16 or any other purpose.
31. Disposition of shares, by gift for no consideration, by spouse of Gary E. Barnett, to Gary E. Barnett as custodian for Sean Barnett, UTMA (TN), his son, an individual whose holdings may be attributable to Mr. Barnett. Mr. Barnett disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Barnett is the beneficial owner of these shares for Section 16 or any other purpose.
32. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of July 5, 2005 among issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc. in exchange for $11.60 per share of issuer common stock.
33. This option was terminated and cancelled in its entirety for no consideration immediately prior to the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of July 5, 2005 among the issuer, Concerto Software, Inc. and Ascend Merger Sub, Inc.
/s/ Christine Gorjanc, Attorney-in-Fact 09/26/2005
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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