- Statement of Changes in Beneficial Ownership (4)
January 25 2012 - 9:54PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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1. Name and Address of Reporting Person
*
SNYDER ALLEN E
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2. Issuer Name
and
Ticker or Trading Symbol
RIGHTNOW TECHNOLOGIES INC
[
RNOW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
RIGHTNOW TECHNOLOGIES, INC., 136 ENTERPRISE BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/25/2012
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(Street)
BOZEMAN, MT 59718
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/25/2012
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D
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15425
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D
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$43
(1)
(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$14.51
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1/25/2012
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D
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30000
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(3)
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7/23/2018
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Common Stock
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30000
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(4)
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0
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D
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Stock Option (right to buy)
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$8.38
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1/25/2012
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D
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20000
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(3)
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2/10/2019
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Common Stock
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20000
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(4)
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0
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D
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Stock Option (right to buy)
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$9.07
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1/25/2012
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D
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20000
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(3)
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6/3/2019
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Common Stock
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20000
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(4)
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0
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D
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Stock Option (right to buy)
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$13.61
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1/25/2012
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D
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20000
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(3)
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6/7/2020
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Common Stock
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20000
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(4)
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0
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D
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Stock Option (right to buy)
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$30.69
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1/25/2012
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D
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4000
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(3)
(5)
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6/14/2021
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Common Stock
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4000
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(4)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger, dated as of October 23, 2011 (the "Merger Agreement"), by and among RightNow Technologies, Inc. ("RightNow"), OC Acquisition LLC ("Parent"), a Delaware limited liability company and wholly-owned subsidiary of Oracle Corporation ("Oracle"), and Rhea Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent, each share of RightNow common stock was exchanged for $43.00 in cash, without interest and less any applicable withholding taxes.
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(
2)
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Includes 4,476 restricted stock units which, pursuant to the terms of the restricted stock unit agreement between RightNow and the reporting person, accelerated and became fully vested as of the closing of the merger.
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(
3)
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The option is fully vested.
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(
4)
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Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest.
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(
5)
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Includes 2,000 stock options which, pursuant to the terms of the stock option agreement between RightNow and the reporting person, accelerated and became fully vested as of the closing of the merger.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SNYDER ALLEN E
RIGHTNOW TECHNOLOGIES, INC.
136 ENTERPRISE BLVD.
BOZEMAN, MT 59718
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X
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Signatures
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/s/ Joshua W. Burnim, Attorney in Fact for: Allen E. Snyder
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1/25/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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