SEC Form 4 · accession 0000899243-18-028261

CA, INC. · CA

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

Reporting owner

Lauren Patricia Flaherty

Officer — EVP, Chief Marketing Officer

Period of report

Nov 5, 2018

Accepted (ET)

Nov 5, 2018 · 8:23 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	70,474	—	D	D
Common Stock, $.10 par value^F2	Nov 5, 2018	D	4,604	—	D	D
Common Stock, $.10 par value^F3	Nov 5, 2018	D	3,842	—	D	D
Common Stock, $.10 par value^F4	Nov 5, 2018	D	9,788	—	D	D
Common Stock, $.10 par value^F5	Nov 5, 2018	D	13,321	—	D	D
Common Stock, $.10 par value^F1,F6	Nov 5, 2018	D	1,145	—	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)^F7	$30.12	Nov 5, 2018	D	49,103	D	—	Aug 1, 2023	Common Stock, $.10 par value	49,103	D
Employee Stock Option (right to buy)^F7	$30.12	Nov 5, 2018	D	243,265	D	—	Aug 1, 2023	Common Stock, $.10 par value	243,265	D
Employee Stock Option (right to buy)^F7	$28.69	Nov 5, 2018	D	58,975	D	—	Jun 2, 2024	Common Stock, $.10 par value	58,975	D
Employee Stock Option (right to buy)^F7	$31.06	Nov 5, 2018	D	2,553	D	—	Jan 14, 2025	Common Stock, $.10 par value	2,553	D
Employee Stock Option (right to buy)^F7	$30.45	Nov 5, 2018	D	61,989	D	—	May 29, 2025	Common Stock, $.10 par value	61,989	D
Employee Stock Option (right to buy)^F8	$31.53	Nov 5, 2018	D	97,684	D	—	May 15, 2026	Common Stock, $.10 par value	97,684	D
Employee Stock Option (right to buy)^F9	$34.35	Nov 5, 2018	D	40,756	D	—	Aug 15, 2026	Common Stock, $.10 par value	40,756	D
Employee Stock Option (right to buy)^F10	$31.69	Nov 5, 2018	D	97,885	D	—	May 15, 2027	Common Stock, $.10 par value	97,885	D
Employee Stock Option (right to buy)^F11	$35.28	Nov 5, 2018	D	82,596	D	—	May 15, 2028	Common Stock, $.10 par value	82,596	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").
F10This 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. 33,281 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.
F11This 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.
F2This restricted stock award ("RSA"), originally for 13,954 shares, of which 9,350 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 5,822 shares, of which 3,901 shares have vested, provided for vesting over three years as follows: 34% on August 15, 2018, 33% on August 15, 2019 and 33% on August 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, originally for 14,831 shares, of which 5,043 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 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.
F6The shares are held in the CA Savings Harvest Plan, a 401(k) Plan.
F7These 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.
F8This 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. 65,449 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 August 15, 2017, 33% on August 15, 2018 and 33% on August 15, 2019. 13,858 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.