SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Riverbed Technology, Inc. [ RVBD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/24/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/24/2015 | D | 33,408 | D | (1) | 0 | I | By Trust(2) | ||
| Common Stock | 04/24/2015 | D | 5,045 | D | (3) | 201,780 | D | |||
| Common Stock | 04/24/2015 | D | 37,500 | D | (4) | 164,280 | D | |||
| Common Stock | 04/24/2015 | D | 137,855 | D | (5) | 26,425 | D | |||
| Common Stock | 04/24/2015 | D | 26,425 | D | (6) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $15.69 | 04/24/2015 | D | 50,000 | (7) | 05/05/2020 | Common Stock | 50,000 | $5.31 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share. |
| 2. Shares are held directly by Ernest E. Maddock, Trustee of the Maddock 2000 Trust, dated 4/18/2000. |
| 3. Disposed of pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share. The amount of securities disposed of includes 1,682 shares acquired under the Riverbed Technology, Inc. Employee Stock Purchase Plan on March 5, 2015. |
| 4. Represents the disposition of RSUs, which provided for vesting in 100% on May 15, 2015, that were cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share. |
| 5. Represents the disposition of RSUs, which provided for vesting in 100% on December 31, 2016, that were cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share. |
| 6. Represents the disposition of RSUs, which provided for vesting in three equal annual installments on February 15 of each year beginning February 15, 2016, that were cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment of $21 per share. |
| 7. This option, which provided for vesting as to 25% on April 29, 2014 and then in equal monthly installments for 36 months thereafter, was cancelled pursuant to the merger agreement between Riverbed Technology, Inc., Project Homestake Holdings, LLC and Project Homestake Merger Corp. in exchange for a cash payment representing the difference between $21 per share and the option exercise price. |
| Remarks: |
| /s/ Ernest E. Maddock | 04/28/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||