SEC Form 4
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*
Huke S Craig

(Last) (First) (Middle)
257 TURNPIKE ROAD, SUITE 210

(Street)
SOUTHBOROUGH MA 01772

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Double-Take Software, Inc. [ DBTK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP and Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 07/23/2010 A 3,318 A $0.00(1) 5,405 D
Common Stock 07/23/2010 D 5,405 D $10.55(2) 0 D
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
Employee Stock Option ? right to Buy $0.94 07/23/2010 D 108,968 (3) 07/01/2013 Common Stock 108,968 $9.61 0 D
Employee Stock Option ? right to Buy $0.94 07/23/2010 D 510 (3) 01/01/2014 Common Stock 510 $9.61 0 D
Employee Stock Option ? right to Buy $1.52 07/23/2010 D 807 (4) 01/01/2015 Common Stock 807 $9.03 0 D
Employee Stock Option ? right to Buy $1.52 07/23/2010 D 121,262 (4) 02/02/2015 Common Stock 121,262 $9.03 0 D
Employee Stock Option ? right to Buy $1.96 07/23/2010 D 7,142 (5) 04/26/2016 Common Stock 7,142 $8.59 0 D
Employee Stock Option ? right to Buy $7.03 07/23/2010 D 14,925 (6) 02/16/2019 Common Stock 14,925 $3.52 0 D
Employee Stock Option ? right to Buy $8.46 07/23/2010 D 12,900 (7) 02/08/2020 Common Stock 12,900 $2.09 0 D
Explanation of Responses:
1. Represents shares of the Issuer's common stock originally granted on January 28, 2010, subject to the satisfaction of certain performance criteria during fiscal year 2010. Pursuant to the Issuer's Amended and Restated 2006 Omnibus Incentive Plan and the merger agreement, dated May 17, 2010, between the Issuer, Vision Solutions, Inc. and HA Merger Sub, Inc., upon the consummation of the merger, the restricted stock units were cancelled and converted into the right to receive the per share merger consideration of $10.55 per share. The merger was consummated on July 23, 2010.
2. Cancelled, extinguished and converted into the right to receive merger consideration of $10.55 per share pursuant to the merger agreement between the Issuer, Vision Solutions, Inc. and HA Merger Sub, Inc.
3. This option was cancelled in the merger in exchange for a cash payment of $9.61 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($10.55 per share).
4. This option was cancelled in the merger in exchange for a cash payment of $9.03 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($10.55 per share).
5. This option was cancelled in the merger in exchange for a cash payment of $8.59 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($10.55 per share).
6. This option was cancelled in the merger in exchange for a cash payment of $3.52 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($10.55 per share).
7. This option was cancelled in the merger in exchange for a cash payment of $2.09 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($10.55 per share).
Remarks:
/s/ S. Craig Huke 07/27/2010
** 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).
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