FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rutherford Paul G
2. Issuer Name and Ticker or Trading Symbol

Isilon Systems, Inc. [ ISLN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CTO
(Last)          (First)          (Middle)

C/O ISILON SYSTEMS, INC., 3101 WESTERN AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/17/2010
(Street)

SEATTLE, WA 98121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/24/2010   11/24/2010   G   V 124999   D $0   12116   D    
Common Stock   12/17/2010   12/17/2010   U    5930   (1) D $33.85   6600   D    
Common Stock   12/21/2010   12/21/2010   U    6600   (2) D $33.85   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Right to Buy (Common Stock)   $7.36   12/21/2010   12/21/2010   D         115000    2/9/2011   2/9/2020   Common Stock   115000     (3) 0   D    
Right to Buy (Common Stock)   $4.76   12/21/2010   12/21/2010   D         75000    4/15/2009   5/12/2018   Common Stock   75000     (4) 0   D    
Right to Buy (Common Stock)   $2.57   12/21/2010   12/21/2010   D         100000    5/1/2010   5/15/2019   Common Stock   100000     (5) 0   D    
Right to Buy (Common Stock)   $0.82   12/21/2010   12/21/2010   D         12500    3/10/2007   3/22/2016   Common Stock   12500     (6) 0   D    
Right to Buy (Common Stock)   $12.21   12/21/2010   12/21/2010   D         150000    4/15/2008   4/30/2017   Common Stock   150000     (7) 0   D    

Explanation of Responses:
( 1)  Includes 3,430 shares acquired under the issuer's Employee Stock Purchase Plan on February 16, 2010, August 16, 2010 and December 6, 2010.
( 2)  Pursuant to the terms of the merger agreement between issuer, EMC Corporation and a subsidiary of EMC, this restricted stock unit was cancelled on the effective date of the merger in exchange for a cash payment equal to the offer price of $33.85 per share.
( 3)  Pursuant to the terms of the merger agreement, this option was assumed and exchanged for an option to purchase shares of EMC common stock.
( 4)  Pursuant to the terms of the merger agreement, (i) 46,875 shares under this option were cancelled on the effective date of the merger in exchange for a cash payment equal to, on a per share basis, the offer price of $33.85 less the exercise price, and (ii) 28,125 shares under this option were assumed and exchanged for an option to purchase shares of EMC common stock.
( 5)  Pursuant to the terms of the merger agreement, (i) 37,500 shares under this option were cancelled on the effective date of the merger in exchange for a cash payment equal to, on a per share basis, the offer price of $33.85 less the exercise price, and (ii) 62,500 shares under this option were assumed and exchanged for an option to purchase shares of EMC common stock.
( 6)  Pursuant to the terms of the merger agreement, this option was cancelled on the effective date of the merger in exchange for a cash payment equal to, on a per share basis, the offer price of $33.85 less the exercise price.
( 7)  Pursuant to the terms of the merger agreement, (i) 131,250 shares under this option were cancelled on the effective date of the merger in exchange for a cash payment equal to, on a per share basis, the offer price of $33.85 less the exercise price, and (ii) 18,750 shares under this option were assumed and exchanged for an option to purchase shares of EMC common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rutherford Paul G
C/O ISILON SYSTEMS, INC.
3101 WESTERN AVENUE
SEATTLE, WA 98121


CTO

Signatures
Keenan M. Conder, Attorney in Fact 12/21/2010
** 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 control number.
Isilon Systems, Inc. (MM) (NASDAQ:ISLN)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Isilon Systems, Inc. (MM) Charts.
Isilon Systems, Inc. (MM) (NASDAQ:ISLN)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Isilon Systems, Inc. (MM) Charts.