-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IOl+e3jvzC77HvdSokZsNlJHa4OJz5gPPpuPHPSSpvHPop2PamMLvaaQvyKqaeeS erbs2fiR+GPupsmeso407A== 0001209191-09-017313.txt : 20090318 0001209191-09-017313.hdr.sgml : 20090318 20090318210921 ACCESSION NUMBER: 0001209191-09-017313 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090316 FILED AS OF DATE: 20090318 DATE AS OF CHANGE: 20090318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARNECCHIA SCIPIO MAXIMUS CENTRAL INDEX KEY: 0001255170 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27389 FILM NUMBER: 09692137 MAIL ADDRESS: STREET 1: C/O INTERWOVEN INC STREET 2: 803 11TH AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERWOVEN INC CENTRAL INDEX KEY: 0001042431 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943221352 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O INTERWOVEN INC. STREET 2: 160 EAST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-953-7010 MAIL ADDRESS: STREET 1: C/O INTERWOVEN INC. STREET 2: 160 EAST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-03-16 1 0001042431 INTERWOVEN INC IWOV 0001255170 CARNECCHIA SCIPIO MAXIMUS 160 EAST TASMAN DRIVE SAN JOSE CA 95134 0 1 0 0 President Common Stock 2009-03-16 4 J 0 500 10.7185 A 73865 D Common Stock 2009-03-16 4 D 0 6330 16.20 D 67535 D Common Stock 2009-03-16 4 D 0 893 16.20 D 66642 D Common Stock 2009-03-16 4 D 0 2681 16.20 D 63961 D Common Stock 2009-03-16 4 D 0 63961 16.20 D 0 D Incentive Stock Option (right to buy) 24.25 2009-03-16 4 D 0 13699 D 2002-03-19 2011-04-03 Common Stock 13699 0 D Non-Qualified Stock Option (right to buy) 6.60 2009-03-16 4 D 0 10417 9.60 D 2013-04-15 Common Stock 10417 0 D Non-Qualified Stock Option (right to buy) 7.40 2009-03-16 4 D 0 14583 8.80 D 2013-04-15 Common Stock 14583 0 D Non-Qualified Stock Option (right to buy) 8.38 2009-03-16 4 D 0 30000 7.82 D 2015-06-22 Common Stock 30000 0 D Non-Qualified Stock Option (right to buy) 8.83 2009-03-16 4 D 0 50000 7.37 D 2014-06-22 Common Stock 50000 0 D Non-Qualified Stock Option (right to buy) 9.24 2009-03-16 4 D 0 100000 6.96 D 2016-05-19 Common Stock 100000 0 D Non-Qualified Stock Option (right to buy) 9.43 2009-03-16 4 D 0 10000 6.77 D 2015-01-10 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 9.43 2009-03-16 4 D 0 10000 6.77 D 2015-01-10 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 9.43 2009-03-16 4 D 0 10000 6.77 D 2015-01-10 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 9.43 2009-03-16 4 D 0 10000 6.77 D 2015-01-10 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 9.60 2009-03-16 4 D 0 10000 6.60 D 2012-07-11 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 9.92 2009-03-16 4 D 0 10000 6.28 D 2012-12-05 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 10.00 2009-03-16 4 D 0 12500 6.20 D 2013-08-01 Common Stock 12500 0 D Non-Qualified Stock Option (right to buy) 10.00 2009-03-16 4 D 0 12500 6.20 D 2013-08-01 Common Stock 12500 0 D Non-Qualified Stock Option (right to buy) 12.87 2009-03-16 4 D 0 76042 3.33 D 2018-01-08 Common Stock 76042 0 D Non-Qualified Stock Option (right to buy) 13.60 2009-03-16 4 D 0 6458 2.60 D 2012-05-07 Common Stock 6458 0 D Non-Qualified Stock Option (right to buy) 15.00 2009-03-16 4 D 0 3542 1.20 D 2012-05-07 Common Stock 3542 0 D Non-Qualified Stock Option (right to buy) 13.72 2009-03-16 4 D 0 65000 2.48 D 2014-01-30 Common Stock 65000 0 D Non-Qualified Stock Option (right to buy) 24.25 2009-03-16 4 D 0 7552 D 2002-03-19 2011-04-03 Common Stock 7552 0 D Non-Qualified Stock Option (right to buy) 25.60 2009-03-16 4 D 0 6250 D 2002-05-06 2012-02-06 Common Stock 6250 0 D Represents shares withheld for payment of tax liability as a result of the settlement of a restricted stock unit award. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 22, 2009, by and among Autonomy Corporation PLC ("Autonomy"), Milan Acquisition Corp. and Interwoven, Inc., each share of Interwoven common stock issued and outstanding immediately prior to the effectiveness of the merger on March 16, 2006 (the "Effective Time") was converted into the right to receive $16.20 in cash. Pursuant to the Merger Agreement, at the Effective Time, this option was assumed by Autonomy and converted into an option to purchase that number of whole Autonomy ordinary shares equal to the product of the number of shares of Interwoven common stock that were issuable upon exercise of this option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole number of Autonomy ordinary shares at a new exercise price determined by dividing the exercise price per share of this option by the Exchange Ratio and rounded up to the nearest whole cent. The Exchange Ratio was .92953. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $100,003.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $128,330.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $234,600.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $368,500.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $696,000.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $67,700.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $66,000.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $62,800.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $77,500.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $253,220.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $16,791.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $4,250.00, representing the difference between $16.20 and the exercise price. Pursuant to the Merger Agreement, this option was canceled in the merger in exchange for a cash payment of $161,200.00, representing the difference between $16.20 and the exercise price. Scipio M Carnecchias 2009-03-18 -----END PRIVACY-ENHANCED MESSAGE-----