SEC Form 4 · accession 0001499416-15-000029
ARUBA NETWORKS, INC. · ARUN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R Kourey
Director
Period of report
Dec 11, 2014
Accepted (ET)
May 20, 2015 · 5:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001173752
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 11, 2014 | G | 525 | $0.00 | D | 27,788 | D | |
| Common Stock | May 18, 2015 | M | 3,630 | $0.00 | A | 31,418 | D | |
| Common Stock | May 18, 2015 | M | 6,036 | $0.00 | A | 37,454 | D | |
| Common Stock | May 18, 2015 | M | 5,022 | $0.00 | A | 42,476 | D | |
| Common Stock | May 18, 2015 | M | 7,533 | $0.00 | A | 50,009 | D | |
| Common StockF3 | May 18, 2015 | D | 50,009 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F5,F4 | $23.16 | May 18, 2015 | D | 20,000 | D | — | Dec 9, 2017 | Common Stock | 20,000 | 0 | D |
| Restricted Stock UnitsF5,F2 | $0.00 | May 18, 2015 | M | 5,022 | D | Dec 5, 2015 | Dec 5, 2015 | Common Stock | 5,022 | 0 | D |
| Restricted Stock UnitsF5,F2 | $0.00 | May 18, 2015 | M | 3,630 | D | Nov 29, 2013 | Nov 29, 2016 | Common Stock | 3,630 | 0 | D |
| Restricted Stock UnitsF5,F2 | $0.00 | May 18, 2015 | M | 6,036 | D | Dec 5, 2014 | Dec 5, 2017 | Common Stock | 6,036 | 0 | D |
| Restricted Stock UnitsF5,F2 | $0.00 | May 18, 2015 | M | 7,533 | D | Dec 5, 2015 | Dec 5, 2018 | Common Stock | 7,533 | 0 | D |
Explanation of responses
- F1Represents shares disposed of by the reporting person through a bona fide gift.
- F2Restricted Stock Units became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger, as defined below.
- F350,009 shares were disposed of at the effective time of the merger of a subsidiary of Hewlett-Packard Company ("Hewlett-Packard") with and into the Issuer ("Merger") pursuant to the Agreement and Plan of Merger, dated as of March 2, 2015, by and among Hewlett-Packard Company, Aspen Acquisition Sub, Inc. and the Issuer (the "Merger Agreement") in exchange for $24.67 per share, without interest, and subject to deduction for any applicable withholding taxes (the "Merger Consideration"). Includes restricted stock units that became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger.
- F4The NQ stock option, which became fully vested as of December 10, 2014, was canceled in the Merger in exchange for a cash payment, representing the excess of the Merger Consideration over the exercise price of the option multiplied by the number of shares subject to the NQ stock option.
- F5This is not a reportable field.