| 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 RADISYS CORP [ RSYS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/11/2018 | ||||||||||||||||||||||||||
| 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 | 12/11/2018 | D | 358,350(1) | D | $1.72 | 0 | D | |||
| Common Stock | 12/11/2018 | D | 12,431(1) | D | $1.72 | 0 | I | By 401(k) Plan | ||
| 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 | ||||||||
| Incentive Stock Option (right to buy) | $1 | 12/11/2018 | D | 264,016 | (2) | 02/12/2025 | Common Stock | 264,016 | (2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $1 | 12/11/2018 | D | 235,984 | (3) | 02/12/2025 | Common Stock | 235,984 | (3) | 0 | D | ||||
| Restricted Stock Units | $0.0 | 12/11/2018 | D | 40,000 | (4) | (5) | Common Stock | 40,000 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated June 29, 2018, by and among Radisys Corporation, Reliance Industries Limited and Integrated Cloud Orchestration (ICO), Inc., an Oregon corporation and wholly owned subsidiary of Reliance Industries Limited (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), which became effective on December 11, 2018 (the "Effective Time"), the shares of common stock were canceled and converted into the right to receive a cash payment of $1.72 per share. |
| 2. Pursuant to the terms of the Merger Agreement, these options were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $190,091.52, representing the difference between the merger consideration of $1.72 per share and the exercise price of the option, less withholding taxes. |
| 3. Pursuant to the terms of the Merger Agreement, these options were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $169,908.48, representing the difference between the merger consideration of $1.72 per share and the exercise price of the option, less withholding taxes |
| 4. Pursuant to the terms of the Merger Agreement, these restricted stock units were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $1.72 per share. |
| 5. N/A |
| By: Jonathan Wilson, Attorney-In-Fact For: Brian Bronson | 12/11/2018 | |
| ** 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. | ||
