SEC Form 4 · accession 0001209191-15-074818

DOT HILL SYSTEMS CORP · HILL

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

Reporting owner

Director

Period of report

Oct 6, 2015

Accepted (ET)

Oct 8, 2015 · 12:14 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	D	52,500	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Director Stock Option (Right to Buy)^F2	$1.94	Oct 6, 2015	D	50,000	D	—	Sep 16, 2018	Common Stock	50,000	D
Director Stock Option (Right to Buy)^F2	$0.94	Oct 6, 2015	D	10,000	D	—	Jun 14, 2019	Common Stock	10,000	D
Director Stock Option (Right to Buy)^F2	$1.75	Oct 6, 2015	D	10,000	D	—	May 2, 2020	Common Stock	10,000	D
Director Stock Option (Right to Buy)^F2	$2.95	Oct 6, 2015	D	10,000	D	—	May 1, 2021	Common Stock	10,000	D
Director Stock Option (Right to Buy)^F2	$1.15	Oct 6, 2015	D	10,000	D	—	May 6, 2022	Common Stock	10,000	D
Director Stock Option (Right to Buy)^F2	$1.74	Oct 6, 2015	D	10,000	D	—	May 5, 2023	Common Stock	10,000	D
Director Stock Option (Right to Buy)^F2	$4.03	Oct 6, 2015	D	10,000	D	—	May 4, 2024	Common Stock	10,000	D
Director Stock Option (Right to Buy)^F3	$6.44	Oct 6, 2015	D	15,000	D	—	May 3, 2022	Common Stock	15,000	D
Director Stock Option (Right to Buy)^F2	$2.42	Oct 6, 2015	D	50,000	D	—	Aug 12, 2020	Common Stock	50,000	D

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 100% of the shares subject to the option on May 4, 2016, 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.