SEC Form 4 · accession 0000899243-18-028251
CA, INC. · CA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony J. Radesca
Officer — SVP, Chief Accounting Officer
Period of report
Nov 5, 2018
Accepted (ET)
Nov 5, 2018 · 8:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000356028
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.10 par valueF1 | Nov 5, 2018 | D | 5,050 | — | D | 0 | D | |
| Common Stock, $.10 par valueF2 | Nov 5, 2018 | D | 941 | — | D | 0 | D | |
| Common Stock, $.10 par valueF3 | Nov 5, 2018 | D | 1,000 | — | D | 0 | D | |
| Common Stock, $.10 par valueF4 | Nov 5, 2018 | D | 832 | — | D | 0 | D | |
| Common Stock, $.10 par valueF5 | Nov 5, 2018 | D | 3,800 | — | D | 0 | D | |
| Common Stock, $.10 par valueF1,F6 | Nov 5, 2018 | D | 939 | — | D | 0 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Broadcom Inc. ("Broadcom") and Collie Acquisition Corp., dated as of July 11, 2018 (the "Merger Agreement"), in exchange for a cash payment of $44.50 per share without interest thereon (the "Merger Consideration").
- F2This restricted stock award ("RSA"), originally for 2,854 shares, of which 1,913 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. Pursuant to a letter agreement between the Issuer, Broadcom and the Reporting Person (the "Letter Agreement"), immediately prior to the effective time of the transactions contemplated by the Merger Agreement (the "Merger"), all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
- F3This RSA, originally for 3,026 shares, of which 2,026 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
- F4This RSA, originally for 1,262 shares, of which 430 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
- F5This RSA, originally for 5,757 shares, of which 1,957 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
- F6The shares are held in the CA Savings Harvest Plan, a 401(k) Plan.