SEC Form 4 · accession 0001209191-15-050631

PROCERA NETWORKS, INC. · PKT

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

Reporting owner

Thomas A Saponas

Director

Period of report

Jun 4, 2015

Accepted (ET)

Jun 5, 2015 · 4:43 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001165231

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jun 4, 2015	U	116,737	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
NQ - Stock Option (Right to Buy)^F3	$5.60	Jun 5, 2015	D	5,000	D	—	Jul 19, 2016	Common Stock	5,000	D
NQ - Stock Option (Right to Buy)^F5	$24.30	Jun 5, 2015	D	2,500	D	—	Oct 17, 2017	Common Stock	2,500	D
NQ - Stock Option (Right to Buy)	$11.80	Jun 5, 2015	D	375	D	Jan 30, 2008	Jan 30, 2018	Common Stock	375	D
NQ - Stock Option (Right to Buy)	$11.796	Jun 5, 2015	D	597	D	Jan 30, 2008	Jan 30, 2018	Common Stock	597	D
NQ - Stock Option (Right to Buy)	$14.50	Jun 5, 2015	D	375	D	Apr 1, 2008	Apr 1, 2018	Common Stock	375	D
NQ - Stock Option (Right to Buy)	$14.494	Jun 5, 2015	D	725	D	Apr 1, 2008	Apr 1, 2018	Common Stock	725	D
NQ - Stock Option (Right to Buy)	$13.9985	Jun 5, 2015	D	910	D	Jul 1, 2008	Jul 1, 2018	Common Stock	910	D
NQ - Stock Option (Right to Buy)	$9.002	Jun 5, 2015	D	1,340	D	Oct 1, 2008	Oct 1, 2018	Common Stock	1,340	D
NQ - Stock Option (Right to Buy)	$8.8005	Jun 5, 2015	D	1,740	D	Jan 1, 2009	Jan 1, 2019	Common Stock	1,740	D
NQ - Stock Option (Right to Buy)	$6.20	Jun 5, 2015	D	2,015	D	Apr 1, 2009	Apr 1, 2019	Common Stock	2,015	D
NQ - Stock Option (Right to Buy)	$6.0004	Jun 5, 2015	D	1,575	D	Jul 1, 2009	Jul 1, 2019	Common Stock	1,575	D
NQ - Stock Option (Right to Buy)	$5.699	Jun 5, 2015	D	1,749	D	Oct 1, 2009	Oct 1, 2019	Common Stock	1,749	D
NQ - Stock Option (Right to Buy)	$4.9006	Jun 5, 2015	D	2,412	D	Jan 4, 2010	Jan 4, 2020	Common Stock	2,412	D
NQ - Stock Option (Right to Buy)	$4.2995	Jun 5, 2015	D	2,726	D	Apr 1, 2010	Apr 1, 2020	Common Stock	2,726	D
NQ - Stock Option (Right to Buy)	$4.2995	Jun 5, 2015	D	2,390	D	Jul 1, 2010	Jul 1, 2020	Common Stock	2,390	D
NQ - Stock Option (Right to Buy)	$5.30	Jun 5, 2015	D	1,821	D	Oct 1, 2010	Oct 1, 2020	Common Stock	1,821	D

Explanation of responses

F1The Reporting Person tendered the shares in exchange for $11.50 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes, in the tender offer made pursuant to the Agreement and Plan of Merger, dated April 21, 2015, by and among the Issuer, KDR Holding, Inc. and KDR Acquisition, Inc. (the "Merger Agreement").
F2This option was canceled pursuant to the terms of the Merger Agreement and converted into an amount in cash equal to the product of (a) the excess of $11.50 over the exercise price of this option, and (b) the number of shares subject to this option.
F3The shares subject to this option vested in 4 equal consecutive quarterly installments commencing on September 30, 2006.
F4This option was canceled for no consideration pursuant to the terms of the Merger Agreement.
F550% of the shares subject to this option vested on October 31, 2007 and the remaining balance of the shares subject to this option vested on December 31, 2007.