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*
WITTE JOCHEN

(Last) (First) (Middle)
POET SOFTWARE CORP. & GMBH
WIESENKAMP 22B

(Street)
HAMBURG 2M 22359

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VERSANT CORP [ VSNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, European Operations
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2004
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 03/18/2004 A 416,803 A $0(1) 416,803 D
Common Stock 03/18/2004 A 151,200 A $0(1) 151,200 I by Spouse
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
Non-Qualified Stock Option (right to buy) $0.35 03/18/2004 A(2) 70,000 (3) 09/05/2012 Common Stock 70,000 $0 70,000 D
Non-Qualified Stock Option (right to buy) $0.44 03/18/2004 A(2) 140,000 03/01/2007 03/23/2013 Common Stock 140,000 $0 140,000 D
Non-Qualified Stock Option (right to buy) $1.05 03/18/2004 A(2) 28,000 (4) 01/24/2012 Common Stock 28,000 $0 28,000 D
Non-Qualified Stock Option (right to buy) $2.75 03/18/2004 A(2) 42,000 (5) 04/20/2011 Common Stock 42,000 $0 42,000 D
Non-Qualified Stock Option (right to buy) $0.39 03/18/2004 A(2) 700 01/01/2002 06/15/2008 Common Stock 700 $0 700 I by Spouse
Non-Qualified Stock Option (right to buy) $0.54 03/18/2004 A(2) 2,100 (4) 05/07/2012 Common Stock 2,100 $0 2,100 I by Spouse
Non-Qualified Stock Option (right to buy) $0.7 03/18/2004 A(2) 1,400 (6) 01/20/2013 Common Stock 1,400 $0 1,400 I by Spouse
Non-Qualified Stock Option (right to buy) $3.57 03/18/2004 A(2) 700 07/01/2003 07/13/2009 Common Stock 700 $0 700 I by Spouse
Explanation of Responses:
1. Received in exchange for shares of Poet Holdings Inc. ("Poet") common stock that were converted into shares of Versant Corporation ("Versant") common stock pursuant to the merger of Puma Acquisition Inc., a wholly-owned subsidiary of Versant, into Poet (the "Merger"). The conversion rate at which Poet shares were converted into Versant shares in the Merger was 1.40 shares of Versant common stock for one share of Poet common stock. On the effective date of the Merger, the closing price of Poet common stock was 2.40 EUR (approximately $2.94 USD) and the closing price of Versant common stock was $2.24.
2. Options received upon the assumption and conversion of outstanding Poet stock options pursuant to the Merger. Stock options were assumed and converted at the conversion rate of 1.40 shares (options) of Versant common stock for one share of Poet common stock. A proportional adjustment was made to the option exercise price.
3. Vests as to 25% on 9/1/03 and 1/48th per month thereafter until 9/1/06 when vested in full.
4. Vests as to 25% on 1/1/03 and vests at 1/48th per month thereafter until 1/1/06 when vested in full.
5. Vests as to 25% on 5/1/02 and 1/48th per month thereafter until 5/1/05 when vested in full.
6. Vests as to 25% on 1/1/04 and 1/48th per month thereafter until 1/1/07, when vested in full.
By: R. Steckhahn as Power of Attorney For: Jochen Witte 03/22/2004
** 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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