SEC Form 4 · accession 0001499416-15-000032
ARUBA NETWORKS, INC. · ARUN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John D DiLullo
Officer — Vice President, World Wide Sal
Period of report
May 18, 2015
Accepted (ET)
May 20, 2015 · 5:41 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 StockF1 | May 18, 2015 | A | 27,500 | $0.00 | A | 29,947 | D | |
| Common StockF2 | May 18, 2015 | D | 29,947 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F3 | $0.00 | May 18, 2015 | A | 32,500 | A | May 18, 2015 | Jul 31, 2017 | Common Stock | 32,500 | 32,500 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | May 18, 2015 | D | 32,500 | D | May 18, 2015 | Jul 31, 2017 | Common Stock | 32,500 | 0 | D |
| Restricted Stock UnitsF6 | $0.00 | May 18, 2015 | D | 150,000 | D | Dec 15, 2014 | Dec 15, 2017 | Common Stock | 150,000 | 0 | D |
Explanation of responses
- F1Represents 27,500 market stock units which became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger, as defined below.
- F229,947 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 market stock units that became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger.
- F332,500 market stock units became earned on May 18, 2015 and became time-based restricted stock units subject to vesting in equal quarterly installments following May 18, 2015.
- F4This is not a reportable field.
- F532,500 restricted stock units remain subject to time based vesting and forfeiture conditions and were converted into such number of restricted stock units of Hewlett-Packard determined by multiplying the number of unvested restricted stock units by the Exchange Ratio, as defined below.
- F6150,000 shares consist of restricted stock units that remain subject to time-based vesting and forfeiture conditions and were converted into such number of restricted stock units of Hewlett-Packard determined by multiplying the number of unvested restricted stock units by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of Hewlett-Packard common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Exchange Ratio"), rounded down to the nearest whole share and pursuant to the terms and conditions of the Merger Agreement.