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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CRITICAL PATH INC [ CPTH.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Director Stock Option (Right-to-buy) | $3.12 | 06/28/2006 | D | 75,000 | (1) | 04/23/2013 | Common Stock | 75,000 | (2) | 0 | D | ||||
Director Stock Option (Right-to-buy) | $1.23 | 06/28/2006 | D | 15,000 | (1) | 01/30/2015 | Common Stock | 15,000 | (2) | 0 | D | ||||
Director Stock Option (Right-to-buy) | $0.29 | 06/28/2006 | D | 15,000 | (1) | 04/24/2016 | Common Stock | 15,000 | (2) | 0 | D | ||||
Director Stock Option (Right-to-buy) | $0.2 | 06/29/2006 | A | 75,000 | (3) | 06/28/2013 | Common Stock | 75,000 | (3) | 75,000 | D | ||||
Director Stock Option (Right-to-buy) | $0.2 | 06/29/2006 | A | 15,000 | (4) | 06/28/2013 | Common Stock | 15,000 | (4) | 15,000 | D | ||||
Director Stock Option (Right-to-buy) | $0.2 | 06/29/2006 | A | 15,000 | (5) | 06/28/2013 | Common Stock | 15,000 | (5) | 15,000 | D |
Explanation of Responses: |
1. These options were exercisable at various dates in accordance with the option grants made under issuer's 1998 Stock Option Plan. On December 27, 2005, the Company accelerated the vesting of all outstanding options; therefore, options granted prior to that date were fully vested. |
2. On June 28, 2006 the reporting person agreed to cancellation of this option grant in exchange for a new option with a lower exercise price. |
3. This option was granted in exchange for the options that were canceled as described in the above footnotes. This option will retain the same vesting schedule as the original grant which is monthly over four years from the original grant date of April 24, 2003. This option will become fully vested in the event of a change of control of the Company. |
4. This option was granted in exchange for the options that were canceled as described in the above footnotes. This option will retain the same vesting schedule as the original grant which is monthly over three years from the original grant date of 1/31/2005. This option will become fully vested in the event of a change of control of the Company. |
5. This option was granted in exchange for the options that were canceled as described in the above footnotes. This option will retain the same vesting schedule as the original grant which is monthly over three years from the original grant date of 4/25/2006. This option will become fully vested in the event of a change of control of the Company. |
Remarks: |
On June 28, 2006, the issuer cancelled, pursuant to an option exchange program, options granted to the reporting person which are reported as dispositons on this Form 4. In exchange for these options, the reporting person was granted new options on June 29, 2006, which are reported as acquisitions on this Form 4. |
Michael J. Zukerman, Attorney-in-fact | 07/14/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |