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
AUTHENTEC INC [ AUTH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2009 | ||||||||||||||||||||||||||
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 | 04/01/2009 | A | 53,000(1) | A | $0 | 53,000 | D |
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) | $1.52 | 04/01/2009 | A | 15,000(2) | (3) | 07/31/2018 | Common Stock | 15,000 | $0 | 15,000 | D | ||||
Stock Option (Right to Buy) | $1.52 | 04/01/2009 | A | 9,500 | (4) | 04/01/2019 | Common Stock | 9,500 | $0 | 9,500 | D | ||||
Stock Option (Right to Buy) | $1.52 | 04/01/2009 | A | 49,020 | (5) | 04/01/2019 | Common Stock | 49,020 | $0 | 49,020 | D |
Explanation of Responses: |
1. Represents restricted stock units which vest in equal annual installments based upon continued service over the two year period commencing April 1, 2009. In addition, the number of shares subject to the award may be adjusted downward following conclusion of each fiscal year based upon whether certain performance goals are achieved during such year. |
2. The option covering 15,000 shares of common stock reported on this Form 4 was part of a grant to the Reporting Person on August 1, 2008 of an option covering an aggregate of 60,000 shares, 15,000 of which were previously priced on August 1, 2008, 15,000 of which were previously priced on October 1, 2008 and 15,000 of which were previously priced on January 2, 2009. |
3. The shares underlying this option vest based upon continued service over the four-year period commencing August 1, 2008, with the first 25% to vest August 1, 2009 and the remainder in equal quarterly installments thereafter. |
4. The shares underlying this option vest in equal annual installments based upon continued service over the two year period commencing April 1, 2009. |
5. The shares underlying this option vest based upon continued service over the four year period commencing April 1, 2009, with the first 25% to vest April 1, 2010 and the remainder in equal quarterly installments thereafter. |
/s/ Frederick R. Jorgenson as attorney-in-fact for Larry Ciaccia | 04/03/2009 | |
** 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. |