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*
COUSIN PIERRE
(Last) (First) (Middle)
ONE STORAGETEK DRIVE
(Street)
LOUISVILLE CO 80028
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STORAGE TECHNOLOGY CORP [ STK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CVP, RD&E
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2005
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 08/31/2005 D 93,811.99 D $37(1) 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
Stock Options (Right to buy) $12.938 08/31/2005 D 19,900 (2)(3) 02/04/2010 Common Stock 19,900 $0(2) 0 D
Stock Options (Right to buy) $22.03 08/31/2005 D 66,000 (4)(2) 02/10/2013 Common Stock 66,000 $0(2) 0 D
Stock Options (Right to buy) $22.063 08/31/2005 D 12,947 (5)(2) 07/28/2009 Common Stock 12,947 $0(2) 0 D
Stock Options (Right to buy) $29 08/31/2005 D 68,750 (4)(2) 02/02/2014 Common Stock 68,750 $0(2) 0 D
Stock Options (Right to buy) $30.25 08/31/2005 D 4,000 (2)(6) 11/12/2007 Common Stock 4,000 $0(2) 0 D
Stock Options (Right to buy) $30.313 08/31/2005 D 5,000 (2)(6) 02/05/2008 Common Stock 5,000 $0(2) 0 D
Stock Options (Right to buy) $31.79 08/31/2005 D 29,312 (2)(7) 02/08/2015 Common Stock 29,312 $0(2) 0 D
Stock Options (Right to buy) $37.0625 08/31/2005 D 5,410 (2)(6) 02/05/2009 Common Stock 5,410 $0(2) 0 D
Explanation of Responses:
1. Disposed of pursuant to merger agreement between Storage Technology Corporation and Sun Microsystems in exchange for a cash consideration of $37.00 per share on the effective date of the merger.
2. Notwithstanding the original option vesting schedule cited in other footnotes to this form, all unvested shares were accelerated at the effective time of the merger. This option was assumed by Sun Microsystems in the merger and replaced with an option to purchase a number of Sun shares determined by multiplying 10.1788 (the "Option Ratio") by the number of underlying Storage Technology option shares and rounding down to the nearest whole number. The per share exercise price for the replacement option has been adjusted to a price determined by dividing the per share exercise price of the Storage Technology option by 10.1788, the Option Ratio, and rounding up to the nearest whole cent.
3. 17,500 option shares vested on 2/4/2001; 17,500 option shares vested on 2/4/2002; 25,000 option shares vested on 2/4/2003; and 15,000 option shares will vest on 2/4/2006.
4. One-fourth of the option shares vest on each of the first four anniversaries of the date of grant.
5. 10,021 option shares vested on 7/28/2000; 10,021 option shares vested on 7/28/2001; 10,021 option shares vested on 7/28/2002 and 12,884 option shares will vest on 7/28/2005.
6. All options currently exercisable
7. All shares in this award will vest four years from the date of grant, except that the vesting of one-fourth of the shares in the award may be accelerated on each of the first, second and third anniversaries of the date of grant if StorageTek meets predetermined performance criteria, set by the Human Resources and Compensation Committee of the Board of Directors.
Donald H. Kronenberg, Attorney-in-Fact 09/02/2005
** Signature of Reporting Person Date
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