SEC Form 4 · accession 0001209191-15-074820

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 · 12:16 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	5,000	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Director Stock Option (Right to Buy)^F2	$6.44	Oct 6, 2015	D	25,000	D	—	May 3, 2022	Common Stock	25,000	0	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 provided for vesting of the shares subject to the option in equal monthly installments over the four years following May 4, 2014, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per vested share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, the vesting of 50% of the shares subject to the stock option was accelerated and became fully vested and exercisable effective immediately prior to the effective time of the Merger.