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
MIVA, INC. [ MIVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/19/2005 | ||||||||||||||||||||||||||
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(1) | 10/19/2005 | A | 11,929 | A | (2) | 11,929 | 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) | $15.33 | 10/19/2005 | D | 312 | 11/26/2004(3) | 11/26/2013 | Common Stock | 312 | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $17.2 | 10/19/2005 | D | 11,688 | 12/15/2004(3) | 12/15/2013 | Common Stock | 11,688 | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $19.56 | 10/19/2005 | D | 5,500 | 10/18/2005(3) | 10/18/2014 | Common Stock | 5,500 | (4) | 0 | D |
Explanation of Responses: |
1. Common stock represents the underlying security of restricted stock units granted to the reporting person, each restricted stock unit representing a contingent right to receive one share of MIVA, Inc. common stock. The restricted stock units vest as follows: 50% vests on October 19, 2006 and the remaining 50% vest on October 19, 2007, and vesting may be accelerated under certain circumstances. |
2. The reporting person agreed to the cancellation of stock options in exchange for restricted stock units at the fair market value of the common stock of MIVA, Inc. as of the close of trading on October 18, 2005. See Table II for the stock options being cancelled. |
3. Vest 25% on each of the first four years following the date of grant. |
4. The reporting person agreed to the cancellation of these stock options in exchange for restricted stock units granted at the fair market value of the common stock of MIVA, Inc. as of the close of trading on October 18, 2005. |
/s/ Kenneth S. Cragun | 10/19/2005 | |
** 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. |