SEC Form 4 · accession 0001209191-15-050653
PROCERA NETWORKS, INC. · PKT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott McClendon
Director
Period of report
Jun 4, 2015
Accepted (ET)
Jun 5, 2015 · 4:52 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 StockF1 | Jun 4, 2015 | U | 34,556 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| NQ - Stock Option (Right to Buy)F3 | $5.60 | Jun 5, 2015 | D | 5,000 | D | — | Jul 19, 2016 | Common Stock | 5,000 | 0 | D |
| NQ - Stock Option (Right to Buy)F5 | $24.30 | Jun 5, 2015 | D | 2,500 | D | — | Oct 17, 2017 | Common Stock | 2,500 | 0 | D |
| NQ - Stock Option (Right to Buy) | $11.80 | Jun 5, 2015 | D | 375 | D | Jan 30, 2008 | Jan 30, 2018 | Common Stock | 375 | 0 | D |
| NQ - Stock Option (Right to Buy) | $14.50 | Jun 5, 2015 | D | 375 | D | Apr 1, 2008 | Apr 1, 2018 | Common Stock | 375 | 0 | D |
| NQ - Stock Option (Right to Buy) | $14.00 | Jun 5, 2015 | D | 375 | D | Jul 1, 2008 | Jul 1, 2018 | Common Stock | 375 | 0 | D |
| NQ - Stock Option (Right to Buy) | $9.00 | Jun 5, 2015 | D | 375 | D | Oct 1, 2008 | Oct 1, 2018 | Common Stock | 375 | 0 | D |
| NQ - Stock Option (Right to Buy) | $8.7984 | Jun 5, 2015 | D | 2,156 | D | Jan 1, 2009 | Jan 1, 2019 | Common Stock | 2,156 | 0 | D |
| NQ - Stock Option (Right to Buy) | $6.1993 | Jun 5, 2015 | D | 2,577 | D | Apr 1, 2009 | Apr 1, 2019 | Common Stock | 2,577 | 0 | D |
| NQ - Stock Option (Right to Buy) | $6.0002 | Jun 5, 2015 | D | 2,541 | D | Jul 1, 2009 | Jul 1, 2019 | Common Stock | 2,541 | 0 | D |
| NQ - Stock Option (Right to Buy) | $5.6995 | Jun 5, 2015 | D | 2,512 | D | Oct 1, 2009 | Oct 1, 2019 | Common Stock | 2,512 | 0 | D |
| NQ - Stock Option (Right to Buy) | $4.8998 | Jun 5, 2015 | D | 3,020 | D | Jan 4, 2010 | Jan 4, 2020 | Common Stock | 3,020 | 0 | D |
| NQ - Stock Option (Right to Buy) | $4.2999 | Jun 5, 2015 | D | 3,097 | D | Apr 1, 2010 | Apr 1, 2020 | Common Stock | 3,097 | 0 | D |
| NQ - Stock Option (Right to Buy) | $4.2995 | Jun 5, 2015 | D | 3,418 | D | Jul 1, 2010 | Jul 1, 2020 | Common Stock | 3,418 | 0 | D |
| NQ - Stock Option (Right to Buy) | $5.3005 | Jun 5, 2015 | D | 2,350 | D | Oct 1, 2010 | Oct 1, 2020 | Common Stock | 2,350 | 0 | 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.