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 ARUBA NETWORKS, INC. [ ARUN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/18/2015 | ||||||||||||||||||||||||||
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 | 05/18/2015 | M | 10,312(1) | A | $0.0 | 57,223 | D | |||
Common Stock | 05/18/2015 | A | 30,937(2) | A | $0.0 | 88,160 | D | |||
Common Stock | 05/18/2015 | D | 88,160 | D | (3) | 0 | D | |||
Common Stock | 05/18/2015 | D | 3,328 | D | (4) | 0 | I | by Daughter | ||
Common Stock | 05/18/2015 | D | 3,328 | D | (4) | 0 | I | by Son | ||
Common Stock | 05/18/2015 | D | 304 | D | (5) | 0 | I | by Spouse | ||
Common Stock | 05/18/2015 | D | 1,279,568 | D | (6) | 0 | I | by Trust |
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 | ||||||||
Non-Qualified Stock Option (right to buy) | $7.58 | 05/18/2015 | D | 9,000 | (7) | 06/11/2016 | Common Stock | 9,000 | (8) | 0 | D | ||||
Restricted Stock Units | $0.0 | 05/18/2015 | A | 36,563 | 05/18/2015(9) | 07/31/2017 | Common Stock | 36,563 | (8) | 36,563 | D | ||||
Restricted Stock Units | $0.0 | 05/18/2015 | D | 36,563 | 05/18/2015(10) | 07/31/2017 | Common Stock | 36,563 | (8) | 0 | D | ||||
Restricted Stock Units | $0.0 | 05/18/2015 | M | 10,312 | (1) | 12/15/2017 | Common Stock | 10,312 | (8) | 30,938 | D | ||||
Restricted Stock Units | $0.0 | 05/18/2015 | D | 30,938 | 03/15/2014(11) | 12/15/2017 | Common Stock | 0 | (8) | 0 | D |
Explanation of Responses: |
1. 10,312 of these Restricted Stock Units became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger, as defined below. |
2. Represents market stock units which became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger, as defined below. |
3. 53,003 shares were disposed of at the effective time of the merger of a subsidiary of Hewlett-Packard Company ("Hewlett-Packard") with and into the Issuer ("Merger") pursuant to the Agreement and Plan of Merger, dated as of March 2, 2015, by and among Hewlett-Packard Company, Aspen Acquisition Sub, Inc. and the Issuer (the "Merger Agreement") in exchange for $24.67 per share, without interest, and subject to deduction for any applicable withholding taxes (the "Merger Consideration"). 35,157 shares remain subject to time-based vesting and forfeiture conditions and were converted into such number of restricted stock units of Hewlett-Packard determined by multiplying the number of unvested restricted stock units by the Exchange Ratio, as defined below, rounded down to the nearest whole share and pursuant to the terms and conditions of the Merger Agreement. |
4. 3,328 shares were disposed of at the effective time of the Merger in exchange for the Merger Consideration. |
5. 304 shares were disposed of at the effective time of the Merger in exchange for the Merger Consideration. |
6. 1,279,568 shares were disposed of at the effective time of the Merger in exchange for the Merger Consideration. |
7. The NQ stock option, which became fully vested as of June 12, 2013, was canceled in the Merger in exchange for a cash payment, representing the excess of the Merger Consideration over the exercise price of the option multiplied by the number of shares subject to the NQ stock option. |
8. This is not a reportable field. |
9. 36,563 market stock units were earned on May 18, 2015 and became time-based restricted stock units subject to vesting in equal quarterly installments following May 18, 2015. |
10. 36,563 market stock units remain subject to time based vesting and forfeiture conditions and were converted into such number of restricted stock units of Hewlett-Packard determined by multiplying the number of unvested restricted stock units by the Exchange Ratio. |
11. 30,938 shares consist of restricted stock units that remain subject to time based vesting and forfeiture conditions and were converted into such number of restricted stock units of Hewlett-Packard determined by multiplying the number of unvested restricted stock units by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of Hewlett-Packard common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Exchange Ratio"), rounded down to the nearest whole share and pursuant to the terms and conditions of the Merger Agreement. |
By: Carmen Elliott, Attorney in Fact For: Keerti Melkote | 05/20/2015 | |
** 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. |