- Statement of Changes in Beneficial Ownership (4)
October 07 2010 - 3:02PM
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
*
PERAKIS JAMES A
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2. Issuer Name
and
Ticker or Trading Symbol
UNICA CORP
[
UNCA
]
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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)
170 TRACER LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2010
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(Street)
WALTHAM, MA 02451
(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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10/5/2010
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D
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33983
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D
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$21.00
(1)
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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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Restricted Stock Units
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(2)
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10/5/2010
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D
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5000
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(3)
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(4)
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Common Stock
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5000
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(3)
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0
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D
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Nonqualified Stock Option
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$7.50
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10/5/2010
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D
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10000
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(5)
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10/28/2014
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Common Stock
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10000
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$13.50
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0
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D
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Nonqualified Stock Option
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$8.26
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10/5/2010
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D
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15000
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(6)
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2/27/2012
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Common Stock
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15000
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$8.26
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0
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D
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Nonqualified Stock Option
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$11.40
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10/5/2010
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D
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15000
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(7)
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3/6/2013
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Common Stock
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15000
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$9.60
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0
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D
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Nonqualified Stock Option
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$6.46
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10/5/2010
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D
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15000
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(8)
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3/7/2014
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Common Stock
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15000
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$14.54
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0
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D
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Nonqualified Stock Option
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$4.84
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10/5/2010
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D
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5000
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(9)
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2/26/2015
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Common Stock
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5000
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$16.16
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0
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D
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Nonqualified Stock Option
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$8.75
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10/5/2010
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D
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5000
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(10)
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2/25/2016
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Common Stock
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5000
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(10)
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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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Shares were disposed of pursuant to the merger agreement between the Issuer and International Business Machines Corporation ("IBM") in exchange for a cash payment of $21.00 per share on the effective date of the merger.
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(
2)
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Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
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(
3)
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Pursuant to the terms of the restricted stock unit award agreement and resolutions adopted by the board of directors of the issuer, 100% of the restricted stock units vested at the effective time of the merger. Each such restricted stock unit that vested at the effective time of the merger agreement was disposed of pursuant to the merger agreement in exchange for a cash payment of $21.00 per restricted stock unit.
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(
4)
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These restricted stock units do not have an expiration date.
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(
5)
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This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $135,000, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00.
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(
6)
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This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $123,900, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00.
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(
7)
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This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $144,000, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00.
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(
8)
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This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $218,100, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00.
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(
9)
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This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $80,800, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00.
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(
10)
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This option was granted on February 25, 2010 and provided for vesting as to 100% of the underlying shares on February 25, 2011. Pursuant to the terms of the option award agreement and resolutions adopted by the board of directors of the Issuer, at the effective time of the merger, 100% of the then unvested options vested. Pursuant to the merger agreement and an option cancellation agreement between the Issuer and the reporting person, this option was cancelled in exchange for a cash payment equal to $61,250, before reduction for taxes, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00.
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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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PERAKIS JAMES A
170 TRACER LANE
WALTHAM, MA 02451
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X
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Signatures
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/s/ Jason W. Joseph, Vice President and General Counsel By Power of Attorney
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10/7/2010
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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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