SEC Form 4 · accession 0000899243-18-028253

CA, INC. · CA

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

Reporting owner

Jacob Lamm

Officer — EVP, STRATEGY & CORPORATE DEV

Period of report

Nov 5, 2018

Accepted (ET)

Nov 5, 2018 · 8:20 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	D/I	Nature of ownership
Common Stock, $.10 par value^F1	Nov 5, 2018	D	45,682	—	D	D
Common Stock, $.10 par value^F2	Nov 5, 2018	D	1,883	—	D	D
Common Stock, $.10 par value^F3	Nov 5, 2018	D	4,581	—	D	D
Common Stock, $.10 par value^F4	Nov 5, 2018	D	6,235	—	D	D
Common Stock, $.10 par value^F1,F5	Nov 5, 2018	D	1,216,051	—	D	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F6	$30.45	Nov 5, 2018	D	12,679	D	—	May 29, 2025	Common Stock, $.10 par value	12,679	D
Employee Stock Option (right to buy)^F7	$31.53	Nov 5, 2018	D	39,961	D	—	May 15, 2026	Common Stock, $.10 par value	39,961	D
Employee Stock Option (right to buy)^F8	$31.69	Nov 5, 2018	D	45,818	D	—	May 15, 2027	Common Stock, $.10 par value	45,818	D
Employee Stock Option (right to buy)^F9	$35.28	Nov 5, 2018	D	38,662	D	—	May 15, 2028	Common Stock, $.10 par value	38,662	D

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 5,708 shares, of which 3,825 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 6,942 shares, of which 2,361 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 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 provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. 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.
F5The shares are held in the CA Savings Harvest Plan, a 401(k) Plan.
F6These fully vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
F7This option provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. 26,774 vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested options 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 unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings
F8This option provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. 15,579 vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested options 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 unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings.
F9This option provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested options 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 unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings.