| 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 CA, INC. [ CA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/26/2015 | ||||||||||||||||||||||||||
| 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, par value $0.10 per share | 11/26/2015 | J(1) | 37,050,000 | D | (1) | 66,763,380 | D(2)(3)(4)(5) | |||
| Common Stock, par value $0.10 per share | 20,000 | D(3) | ||||||||
| Common Stock, par value $0.10 per share | 3,200 | I | See Footnote(6) | |||||||
| Common Stock, par value $0.10 per share | 37,050,000 | I | See Footnotes(7) | |||||||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On November 26, 2015 Careal Holding AG ("Careal") transferred 37,050,000 shares of Issuer common stock ("Company Stock") to BigPoint Holding AG ("BigPoint"), a company wholly owned by Mr. Haefner, to repurchase shares of Careal held by BigPoint. The transfer described herein was in connection with the Issuer's repurchase of shares of Company Stock from Careal on November 20, 2015. Careal used the cash proceeds from such repurchase, plus additional cash, to repurchase shares of Careal owned by Ms. Bucher-Haefner. These actions allow Mr. Haefner and Ms. Bucher-Haefner to maintain their respective 50% ownership interest in Careal. |
| 2. Reflects securities held directly by Careal. |
| 3. Reflects securities held directly by Martin Haefner. |
| 4. Martin Haefner owns 50% of the shares of Careal. |
| 5. Eva Maria Bucher-Haefner owns 50% of the shares of Careal. |
| 6. Reflects securities held by the spouse of Martin Haefner. |
| 7. Reflects securities held directly by BigPoint, a company wholly owned by Martin Haefner. |
| Remarks: |
| Each of the Reporting Persons may be deemed to beneficially own the shares of Common Stock reported herein, but each (other than to the extent of its, his or her direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| CAREAL HOLDING AG By: Martin Haefner, Chairman and President By:/s/ Claude Lambert Attorney-in-fact for Martin Haefner | 11/30/2015 | |
| MARTIN HAEFNER By:/s/ Claude Lambert, attorney-in-fact | 11/30/2015 | |
| EVA MARIA BUCHER-HAEFNER By:/s/ Claude Lambert, attorney-in-fact | 11/30/2015 | |
| BIGPOINT HOLDING AG By:/s/ Claude Lambert, attorney-in-fact | 11/30/2015 | |
| ** 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. | ||
