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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
WITNESS SYSTEMS INC [ WITS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 11/20/2003 | J(1) | 750,000 | D | (4) | 2,213,162(5) | I(5) | See Footnote(8) | ||
Common Stock | 11/20/2003 | J(2) | 11,421 | D | (4) | 2,201,741(6) | I(6) | See Footnote(8) | ||
Common Stock | 11/20/2003 | J(3) | 2,284 | A | (4) | 2,204,025(7) | I(7) | See Footnote(8) | ||
Common Stock | 11/21/2003 | S | 2,284 | D | $8.05 | 2,201,741(6) | I(6) | See Footnote(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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. Distribution to the partners of Battery Ventures IV, L.P. ("Battery Ventures") for no consideration. |
2. Distribution to the members of Battery Investment Partners IV, LLC ("BIP") for no consideration. |
3. Received as part of a distribution to the members of BIP for no consideration. The Reporting Person is a member of BIP. |
4. Not applicable |
5. Includes 2,168,714 shares held of record by Battery Ventures and 44,448 shares held of record by BIP. |
6. Includes 2,168,714 shares held of record by Battery Ventures and 33,027 shares held of record by BIP. |
7. Includes 2,284 shares directly owned, 2,168,714 shares held of record by Battery Ventures and 33,027 shares held of record by BIP. |
8. The Reporting Person is a member manager of Battery Partners IV, LLC, the sole general partner of Battery Ventures. The Reporting Person is a member of BIP. BIP invests alongside Battery Ventures in all investments made by Battery Ventures and, therefore, the Reporting Person may be deemed to beneficially own the shares held of record by Battery Ventures and BIP. The Reporting Person disclaims beneficial ownership of the shares held by Battery Ventures and BIP except to the extent of his pecuniary interests therein. |
Remarks: |
Christopher Hanson as Attorney-in-Fact for Oliver D. Curme | 11/24/2003 | |
** 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. |