SEC Form 4 · accession 0001209191-15-074815

DOT HILL SYSTEMS CORP · HILL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dana Kammersgard

Officer — President & CEO · Director

Period of report

Oct 6, 2015

Accepted (ET)

Oct 8, 2015 · 12:09 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001042783

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Oct 6, 2015	U	766,259	—	D	0	D
Common Stock^F1	Oct 6, 2015	U	218	—	D	0	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F2	$6.87	Oct 6, 2015	D	150,000	D	—	Mar 6, 2016	Common Stock	150,000	D
Employee Stock Option (Right to Buy)^F2	$3.57	Oct 6, 2015	D	200,000	D	—	Feb 26, 2017	Common Stock	200,000	D
Employee Stock Option (Right to Buy)^F2	$2.40	Oct 6, 2015	D	100,000	D	—	Mar 17, 2018	Common Stock	100,000	D
Employee Stock Option (Right to Buy)^F2	$2.36	Oct 6, 2015	D	75,000	D	—	Aug 10, 2018	Common Stock	75,000	D
Employee Stock Option (Right to Buy)^F2	$1.44	Oct 6, 2015	D	150,000	D	—	Mar 8, 2017	Common Stock	150,000	D
Employee Stock Option (Right to Buy)^F2	$2.84	Oct 6, 2015	D	200,000	D	—	May 9, 2018	Common Stock	200,000	D
Employee Stock Option (Right to Buy)^F3	$1.40	Oct 6, 2015	D	337,500	D	—	Mar 18, 2019	Common Stock	337,500	D
Employee Stock Option (Right to Buy)^F4	$1.06	Oct 6, 2015	D	305,000	D	—	Mar 18, 2020	Common Stock	305,000	D
Employee Stock Option (Right to Buy)^F5	$4.00	Oct 6, 2015	D	260,000	D	—	Mar 10, 2021	Common Stock	260,000	D
Employee Stock Option (Right to Buy)^F6	$4.75	Oct 6, 2015	D	200,000	D	—	Mar 9, 2022	Common Stock	200,000	D

Explanation of responses

F1Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 18, 2015, among the Issuer, Seagate HDD Cayman ("Parent"), and Denali Acquisition Sub Corp., a wholly-owned subsidiary of Parent ("Merger Sub"), in exchange for cash consideration of $9.75 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
F2This option, which was fully vested on the closing date of the Merger (October 6, 2015), was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share minus the per share exercise price of the option, subject to any applicable tax withholdings.
F3This option, which provided for vesting of 25% of the shares subject to the option on March 19, 2013 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
F4This option, which provided for vesting of 25% of the shares subject to the option on March 19, 2014 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
F5This option, which provided for vesting of 25% of the shares subject to the option on March 11, 2015 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
F6This option, which provided for vesting of 25% of the shares subject to the option on March 10, 2016 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.