- Statement of Changes in Beneficial Ownership (4)
December 19 2008 - 8:27PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
RILEY BRYANT R
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2. Issuer Name
and
Ticker or Trading Symbol
TRANSMETA CORP
[
TMTA
]
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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)
11100 SANTA MONICA BLVD STE 810
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/17/2008
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(Street)
LOS ANGELES, CA 90025
(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)
___ Form filed by One Reporting Person
_
X
_ 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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1000
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I
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Footnote
(1)
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Common Stock
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12/17/2008
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S
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45739
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D
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$17.8923
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770530
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I
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Footnote
(2)
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Common Stock
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12/18/2008
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S
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32461
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D
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$17.8592
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738069
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I
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Footnote
(2)
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Common Stock
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26
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I
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Footnote
(4)
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Common Stock
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12/19/2008
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S
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55391
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D
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$17.8923
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682678
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I
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Footnote
(2)
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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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Director Stock Option (right to buy)
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$14.92
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(3)
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9/17/2018
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Common Stock
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10000
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10000
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D
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Explanation of Responses:
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(
1)
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Sole equity owner of Riley Investment Management LLC, general partner of Riley Investment Partners Master Fund, L.P.
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(
2)
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Sole equity owner of Riley Investment Management LLC, investment advisor to managed accounts, some of which are indirectly
affiliated with Riley Investment Partners Master Fund, L.P.
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(
3)
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Mr. Riley was elected to the Issuer's Board of Directors on September 18, 2008, on which date the Issuer granted him this
standard initial stock option in accordance with the Issuer's 2000 Equity Incentive Plan and policies regarding compensation
of its non-employee directors. The option vests over three years at a reate of one-third of the total shares on the first
anniversary of the date of grant, and 2.77778% of the total shares each month thereafter, so long as the non-employee
director continues to provide services to the Issuer as a director or consultant. In the event of the Issuer's dissolution,
liquidation or change in control, each of these options will vest and be exercisable in full.
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(
4)
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Sole indirect equity owner of B. Riley & Co., LLC.
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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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RILEY BRYANT R
11100 SANTA MONICA BLVD STE 810
LOS ANGELES, CA 90025
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X
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Riley Investment Management LLC
11100 SANTA MONICA BLVD STE 810
LOS ANGELES, CA 90025
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X
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Signatures
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/s/ Bryant Riley
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12/19/2008
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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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