SEC Form 4 · accession 0001209191-15-074822
DOT HILL SYSTEMS CORP · HILL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Debra E Tibey
Director
Period of report
Oct 6, 2015
Accepted (ET)
Oct 8, 2015 · 12:18 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 StockF1 | Oct 6, 2015 | D | 35,000 | — | D | 0 | D |
Table II — derivative securities
| 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 | $2.60 | Oct 6, 2015 | D | 50,000 | D | — | May 5, 2021 | Common Stock | 50,000 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $1.15 | Oct 6, 2015 | D | 10,000 | D | — | May 6, 2022 | Common Stock | 10,000 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $1.74 | Oct 6, 2015 | D | 10,000 | D | — | May 5, 2023 | Common Stock | 10,000 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $4.03 | Oct 6, 2015 | D | 10,000 | D | — | May 4, 2024 | Common Stock | 10,000 | 0 | D |
| Director Stock Option (Right to Buy)F3 | $6.44 | Oct 6, 2015 | D | 15,000 | D | — | May 3, 2022 | Common Stock | 15,000 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $2.42 | Oct 6, 2015 | D | 50,000 | D | — | Aug 12, 2020 | Common Stock | 50,000 | 0 | 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 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.