FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VISUAL SCIENCES, INC. [ VSCN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/17/2008 | J | 0 | D | (1) | 0(1) | I | See Footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On October 25, 2007, Omniture, Inc. ("Omniture"), Voyager Acquisition Corp, a wholly-owned subsidiary of Omniture ("Merger Sub") and Visual Sciences, Inc. ("Visual Sciences"), entered into an Agreement and Plan of Reorganization (the "Merger Agreement") which provided for the merger of Merger Sub with and into Visual Sciences (the "Merger"). In connection with entering into the Merger Agreement, certain stockholders of Visual Sciences (collectively, the "Subject Stockholders") entered into voting agreements and irrevocable proxies (the "Voting Agreements") with Omniture pursuant to which the Subject Stockholders agreed, among other things, to vote their shares of Visual Sciences common stock, including any shares that become available upon the exercise of options (collectively, the "Voting Agreement Shares") in favor of the Merger. On November 7, 2007, Omniture filed a Form 3 with respect to the Voting Agreement Shares; however, in such filing Omniture disclaimed any "pecuniary interest" or beneficial ownership interests in the Voting Agreement Shares. The Merger became effective on January 17, 2008. Upon the consummation of the Merger, the Voting Agreements terminated and all outstanding shares of Visual Sciences common stock (other than dissenting shares, if any) converted into the right to receive the merger consideration as provided in the Merger Agreement. Additionally, pursuant to the Merger, Visual Sciences has become a wholly-owned subsidiary of Omniture. |
/s/ Shawn Lindquist, Chief Legal Officer and Secretary of Omniture | 01/17/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |