Statement of Changes in Beneficial Ownership (4)
December 04 2012 - 10:15AM
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
*
Volk Donald F
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2. Issuer Name
and
Ticker or Trading Symbol
KENEXA CORP
[
KNXA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CHIEF FINANCIAL OFFICER
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(Last)
(First)
(Middle)
650 E. SWEDESFORD ROAD, SECOND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2012
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(Street)
WAYNE, PA 19087
(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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12/3/2012
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D
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35833
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D
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$46.00
(1)
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59805
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D
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COMMON STOCK
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12/3/2012
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D
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59805
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D
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$46.00
(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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$15.60
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12/3/2012
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D
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10000
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(3)
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8/15/2015
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COMMON STOCK
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10000
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$30.40
(3)
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0
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D
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STOCK OPTION (RIGHT TO BUY)
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$5.11
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12/3/2012
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D
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50000
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(4)
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11/25/2018
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COMMON STOCK
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50000
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$40.89
(4)
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0
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D
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STOCK OPTION (RIGHT TO BUY)
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$4.74
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12/3/2012
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D
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40000
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(5)
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2/19/2019
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COMMON STOCK
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40000
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$41.26
(5)
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0
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D
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STOCK OPTION (RIGHT TO BUY)
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$10.50
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12/3/2012
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D
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40000
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(6)
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2/17/2020
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COMMON STOCK
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40000
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$35.50
(6)
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0
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D
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STOCK OPTION (RIGHT TO BUY)
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$25.00
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12/3/2012
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D
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40000
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(7)
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2/16/2021
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COMMON STOCK
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40000
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$21.00
(7)
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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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In connection with a merger agreement between the Issuer and International Business Machines Corporation ("IBM"), this amount represents restricted stock units ("RSUs") that were fully accelerated and cancelled in exchange for a cash payment of $46.00 per share on the effective date of the merger.
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(
2)
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Disposed of pursuant to the merger agreement in exchange for a cash payment of $46.00 per share on the effective date of the merger.
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(
3)
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This option was granted on August 15, 2005 and was fully vested on August 15, 2005. Pursuant to the terms of the merger agreement, this option was cancelled in exchange for a cash payment of $304,000, representing the aggregate difference between the merger consideration of $46.00 per share and the exercise price of the option on the effictive date of the merger.
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(
4)
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This option was granted on November 25, 2008 and was fully vested on November 25, 2012. Pursuant to the terms of the merger agreement, this option was cancelled in exchange for a cash payment of $2,044,500, representing the aggregate difference between the merger consideration of $46.00 per share and the exercise price of the option on the effictive date of the merger.
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(
5)
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This option was granted on February 19, 2009 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $1,650,400, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option.
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(
6)
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This option was granted on February 17, 2010 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $1,420,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option.
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(
7)
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This option was granted on February 16, 2011 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $840,000, representing the difference between the merger consideration of $46.00 per share and the 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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Volk Donald F
650 E. SWEDESFORD ROAD
SECOND FLOOR
WAYNE, PA 19087
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CHIEF FINANCIAL OFFICER
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Signatures
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Cynthia P. Dixon, as Attorney-In-Fact for Donald F. Volk
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12/4/2012
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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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