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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 2.5 | 11/10/2010 | D | 15,000 | (2) | 02/20/2016 | Common Stock | 15,000 | $ 24.5 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 6.7 | 11/10/2010 | D | 107,791 | (3) | 02/14/2017 | Common Stock | 107,791 | $ 20.3 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 9.9 | 11/10/2010 | D | 150,000 | (4) | 03/03/2015 | Common Stock | 150,000 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 5.98 | 11/10/2010 | D | 87,500 | (5) | 03/09/2016 | Common Stock | 87,500 | (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Scannell Patrick J Jr C/O NETEZZA CORPORATION 26 FOREST STREET MARLBOROUGH, MA 01752 |
CFO & Sr. Vice President | |||
| /s/ Corey C. DuFresne (as attorney-in-fact for Patrick J. Scannell, Jr.) | 11/12/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Disposition, pursuant to a merger agreement between the Issuer and International Business Machines Corporation ("IBM"), of (i) 9,375 vested restricted stock units granted under the Issuer's 2007 Stock Incentive Plan ("Netezza RSUs") in exchange for a cash payment of $27 per unit and (ii) 28,125 unvested Netezza RSUs in exchange for restricted stock units with respect to shares of IBM common stock ("IBM RSUs") using an exchange ratio of 0.189713 IBM RSUs for each Netezza RSU. |
| (2) | This option was granted on February 20, 2006 and, following acceleration of vesting in connection with a merger between the Issuer and International Business Machines Corporation ("IBM"), was fully vested on November 10, 2010. Pursuant to the terms of the merger agreement this option was cancelled in exchange for a cash payment of $367,500.00, representing the aggregate difference between the exercise price of the option and the merger consideration of $27.00 per share of common stock with respect to all remaining unexercised shares subject to the option. |
| (3) | This option was granted on February 14, 2007 and, following acceleration of vesting in connection with the merger, was fully vested on November 10, 2010. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $2,188,157.30, representing the aggregate difference between the exercise price of the option and the merger consideration of $27.00 per share of common stock with respect to all remaining unexercised shares subject to the option. |
| (4) | This option was granted on March 3, 2008 and, following acceleration of vesting in connection with the merger, was vested as to 104,999 shares on November 10, 2010. Pursuant to the terms of the merger agreement this option was, (i) with respect to 104,999 vested shares, cancelled in exchange for a cash payment of $17.10/share, representing the aggregate difference between the exercise price of the option and the merger consideration of $27.00 per share of common stock; and, (ii) with respect to 45,001 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $52.19/share, with the right to acquire each Issuer share converted into the right to acquire 0.189713 shares of IBM common stock. |
| (5) | This option was granted on March 9, 2009 and, following acceleration of vesting in connection with the merger, was vested as to 62,499 shares on November 10, 2010. Pursuant to the terms of the merger agreement this option was, (i) with respect to 24,999 vested and unexercised shares, cancelled in exchange for a cash payment of $21.02/share, representing the aggregate difference between the exercise price of the option and the merger consideration of $27.00 per share of common stock; and, (ii) with respect to 62,501 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $31.53/share, with the right to acquire each Issuer share converted into the right to acquire 0.189713 shares of IBM common stock. |