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
MATHSTAR INC [ MATH.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2010 | ||||||||||||||||||||||||||
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 | 02/23/2010 | A | 7,656 | A | (1) | 7,656(2) | I | By Rogers Family Limited Partnership c/o Michael W. Rogers | ||
Common Stock | 02/23/2010 | A | 7,656 | A | (1) | 7,656(2) | I | By Michael W. Rogers and Amy S. Rogers, Trustees Michael W. Rogers Revocable Trust U/A/D 02/07/2002 |
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 | ||||||||
Stock Option (right to buy) | $1.65 | 02/23/2010 | A | 5,000 | (3) | 02/23/2020 | Common Stock | 5,000 | $0 | 5,000 | D | ||||
Stock Option (right to buy) | $0.61 | 02/23/2010 | A | 6,891 | 02/23/2010 | 05/05/2011 | Common Stock | 6,891 | (4) | 6,891 | D |
Explanation of Responses: |
1. Received in partial exchange for 6,250 shares of Sajan, Inc. common stock in connection with the merger of Sajan, Inc. with MathStar, Inc. (the "Merger"). On the effective date of the Merger, the closing price of MathStar, Inc.'s common stock was $1.65 per share. The value of the consideration exchanged on a per share basis for MathStar shares for the purpose of this Form 4 is deemed to be the closing price of the MathStar shares on the effective date of the Merger. |
2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
3. The option becomes exercisable in three installments of 1,667, 1,667 and 1,666 on February 23, 2011, February 23, 2012 and February 23, 2013, respectively. |
4. Received in connection with the Merger in exchange for an employee stock option to acquire 5,625 shares of Sajan, Inc. common stock for $2.00 per share. |
/s/ JC Anderson, Attorney-in-Fact for Michael Rogers | 02/25/2010 | |
** 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. |