0001209191-15-074815.txt : 20151008 0001209191-15-074815.hdr.sgml : 20151008 20151008120905 ACCESSION NUMBER: 0001209191-15-074815 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151006 FILED AS OF DATE: 20151008 DATE AS OF CHANGE: 20151008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DOT HILL SYSTEMS CORP CENTRAL INDEX KEY: 0001042783 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 133460176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1351 SOUTH SUNSET STREET CITY: LONGMONT STATE: CO ZIP: 80501 BUSINESS PHONE: 303-845-3200 MAIL ADDRESS: STREET 1: 1351 SOUTH SUNSET STREET CITY: LONGMONT STATE: CO ZIP: 80501 FORMER COMPANY: FORMER CONFORMED NAME: BOX HILL SYSTEMS CORP DATE OF NAME CHANGE: 19970722 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAMMERSGARD DANA CENTRAL INDEX KEY: 0001078482 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13317 FILM NUMBER: 151150345 MAIL ADDRESS: STREET 1: 6305 EL CAMINO REAL CITY: CARLSBAD STATE: CA ZIP: 92009 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-10-06 1 0001042783 DOT HILL SYSTEMS CORP HILL 0001078482 KAMMERSGARD DANA 1351 S. SUNSET STREET LONGMONT CO 80501 1 1 0 0 President & CEO Common Stock 2015-10-06 4 U 0 766259 D 0 D Common Stock 2015-10-06 4 U 0 218 D 0 I By Spouse Employee Stock Option (Right to Buy) 6.87 2015-10-06 4 D 0 150000 D 2016-03-06 Common Stock 150000 0 D Employee Stock Option (Right to Buy) 3.57 2015-10-06 4 D 0 200000 D 2017-02-26 Common Stock 200000 0 D Employee Stock Option (Right to Buy) 2.40 2015-10-06 4 D 0 100000 D 2018-03-17 Common Stock 100000 0 D Employee Stock Option (Right to Buy) 2.36 2015-10-06 4 D 0 75000 D 2018-08-10 Common Stock 75000 0 D Employee Stock Option (Right to Buy) 1.44 2015-10-06 4 D 0 150000 D 2017-03-08 Common Stock 150000 0 D Employee Stock Option (Right to Buy) 2.84 2015-10-06 4 D 0 200000 D 2018-05-09 Common Stock 200000 0 D Employee Stock Option (Right to Buy) 1.40 2015-10-06 4 D 0 337500 D 2019-03-18 Common Stock 337500 0 D Employee Stock Option (Right to Buy) 1.06 2015-10-06 4 D 0 305000 D 2020-03-18 Common Stock 305000 0 D Employee Stock Option (Right to Buy) 4.00 2015-10-06 4 D 0 260000 D 2021-03-10 Common Stock 260000 0 D Employee Stock Option (Right to Buy) 4.75 2015-10-06 4 D 0 200000 D 2022-03-09 Common Stock 200000 0 D Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 18, 2015, among the Issuer, Seagate HDD Cayman ("Parent"), and Denali Acquisition Sub Corp., a wholly-owned subsidiary of Parent ("Merger Sub"), in exchange for cash consideration of $9.75 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"). This option, which was fully vested on the closing date of the Merger (October 6, 2015), was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share minus the per share exercise price of the option, subject to any applicable tax withholdings. This option, which provided for vesting of 25% of the shares subject to the option on March 19, 2013 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger. This option, which provided for vesting of 25% of the shares subject to the option on March 19, 2014 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger. This option, which provided for vesting of 25% of the shares subject to the option on March 11, 2015 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger. This option, which provided for vesting of 25% of the shares subject to the option on March 10, 2016 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger. /s/ Hanif I. Jamal, attorney-in-fact 2015-10-07