SEC Form 4 · accession 0001209191-15-050647

PROCERA NETWORKS, INC. · PKT

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

Reporting owner

James Frederick Brear

Officer — CEO and President · Director

Period of report

Jun 4, 2015

Accepted (ET)

Jun 5, 2015 · 4:50 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	D/I
Common Stock^F1	Jun 4, 2015	U	25,295	—	D	D
Common Stock^F2	Jun 5, 2015	D	25,000	—	D	D
Common Stock^F3	Jun 5, 2015	D	33,333	—	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F5	$14.10	Jun 5, 2015	D	143,417	D	—	Feb 12, 2018	Common Stock	143,417	D
Stock Option (Right to Buy)^F5	$5.00	Jun 5, 2015	D	2,083	D	—	Nov 13, 2019	Common Stock	2,083	D
Stock Option (Right to Buy)^F5	$20.25	Jun 5, 2015	D	100,000	D	—	Dec 3, 2022	Common Stock	100,000	D
Stock Option (Right to Buy)^F5	$14.59	Jun 5, 2015	D	40,000	D	—	Dec 3, 2023	Common Stock	40,000	D
Stock Option (Right to Buy)^F5	$6.77	Jun 5, 2015	D	75,000	D	—	Dec 2, 2024	Common Stock	75,000	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").
F2Consists of 25,000 shares subject to a restricted stock award that were unvested as of the effective time of the merger contemplated by the Merger Agreement (the "Effective Time"), which were canceled pursuant to the Merger Agreement 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.
F3Consists of shares subject to restricted stock unit award agreements that were unvested as of the Effective Time and were canceled for no consideration at the Effective Time pursuant to the Merger Agreement.
F4This option was canceled for no consideration pursuant to the terms of the Merger Agreement.
F5The shares subject to this option vest over a four year period, with 25% of the shares subject to this option vesting on the first anniversary of the grant date and the balance vesting in 36 equal consecutive monthly installments thereafter.
F6This 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 vested shares subject to this option. Unvested shares subject to this option were canceled for no consideration pursuant to the terms of the Merger Agreement.