0001127602-12-030648.txt : 20121113 0001127602-12-030648.hdr.sgml : 20121112 20121113174104 ACCESSION NUMBER: 0001127602-12-030648 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121109 FILED AS OF DATE: 20121113 DATE AS OF CHANGE: 20121113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miller William D CENTRAL INDEX KEY: 0001355294 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16393 FILM NUMBER: 121200132 MAIL ADDRESS: STREET 1: 2101 CITY WEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BMC SOFTWARE INC CENTRAL INDEX KEY: 0000835729 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 742126120 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042-2827 BUSINESS PHONE: 7139188800 MAIL ADDRESS: STREET 1: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042-2827 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2012-11-09 0000835729 BMC SOFTWARE INC BMC 0001355294 Miller William D 2101 CITYWEST BLVD. HOUSTON TX 77042 1 Sr VP-Pres Mainframe Svc Mgmt Common Stock 2012-11-09 4 S 0 4590 39.82 D 74883 D Common Stock 2012-11-12 4 A 0 19251 0 A 94134 D Performance-based Market Stock Units 2012-11-12 4 A 0 17567 0 A Common Stock 17567 17567 D The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by the reporting person on March 6, 2012. Award of time-based restricted stock units under BMC Software, Inc. 2007 Employee Incentive Plan. The time-based restricted stock units shall vest based on continuous employment, 1/3 per year over three years. Each performance-based market stock unit (MSU) represents the right to receive, following vesting, up to 150% of one share of BMC common stock. The actual number of shares of BMC common stock acquired upon vesting of the performance-based MSUs can range from 0% to 150% of the number of MSUs awarded and is contingent upon the achievement of pre-established performance metrics, as approved by BMC's Compensation Committee. One half of the performance-based MSUs are subject to vesting two years after the award date, and one half are subject to vesting three years after the award date; provided, that any unvested MSUs after two years rollover and are eligible to vest after three years. Unless earlier forfeited under the terms of the performance-based MSU award agreement, each performance-based MSU converts into up to 150% of one share of BMC common stock based upon performance vesting. One half of the performance-based MSUs will vest based upon performance over a two year period ending two years after the award date, and one half of the performance-based MSUs will vest based upon performance over a three year period ending three years after the award date; provided, that any unvested MSUs after two years rollover and are eligible to vest after three years. Christopher C. Chaffin, Attorney-in-Fact for William D. Miller 2012-11-13