Statement of Changes in Beneficial Ownership (4)
December 27 2017 - 1:29PM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Ho Ted C
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2. Issuer Name
and
Ticker or Trading Symbol
Gigamon Inc.
[
GIMO
]
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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)
C/O GIGAMON INC., 3300 OLCOTT STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/27/2017
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(Street)
SANTA CLARA, CA 95054
(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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12/27/2017
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U
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16919
(1)
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D
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(2)
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0
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D
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Common Stock
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12/27/2017
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U
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63419
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D
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(2)
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0
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I
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See Footnote
(3)
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Common Stock
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12/27/2017
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U
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63419
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D
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(2)
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0
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I
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See Footnote
(4)
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Common Stock
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12/27/2017
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U
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138531
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D
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(2)
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0
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I
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See Footnote
(5)
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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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$10.70
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12/27/2017
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D
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34230
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(6)
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8/24/2024
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Common Stock
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34230
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(6)
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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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Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive shares of Common Stock of the Issuer. The RSUs were cancelled pursuant to that certain Merger Agreement, dated October 26, 2017, between the Issuer, Ginsberg Holdco, Inc. and Ginsberg Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of $38.50 per share.
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(2)
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Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $38.50 per share.
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(3)
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Shares are held by The Ted Ching-Lin Ho Nevada Gift Trust under which the Reporting Person may receive discretionary distributions during his lifetime.
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(4)
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Shares are held by The Julie Hsiao Ling Ho Nevada Gift Trust under which the Reporting Person may receive discretionary distributions during his lifetime.
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(5)
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Shares are held by The Ted and Julie Ho Living Trust for which the Reporting Person serves as trustee.
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(6)
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The option, which provided for vesting in three equal annual installments following the Reporting Person's August 24, 2014 appointment to the Issuer's Board of Directors, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the difference between $38.50 and the per share exercise price of the option.
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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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Ho Ted C
C/O GIGAMON INC.
3300 OLCOTT STREET
SANTA CLARA, CA 95054
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X
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Signatures
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/s/ Paul Shinn, Attorney-in-Fact
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12/27/2017
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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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