-----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, SpHKAUxjDVB5bCrSpUvKlTGg2WGn5qKnQbGsTGBYWnVMyR/a2hXIjXhsZOvJ8Whl r6vYR4XpewOKboyyZ4oDmw== 0001245258-06-000005.txt : 20060316 0001245258-06-000005.hdr.sgml : 20060316 20060316192701 ACCESSION NUMBER: 0001245258-06-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060310 FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SERENA SOFTWARE INC CENTRAL INDEX KEY: 0001073967 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942669809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: 3RD FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403-2538 BUSINESS PHONE: 6505226600 MAIL ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: 3RD FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403-2538 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STRIMAITIS VITA CENTRAL INDEX KEY: 0001208742 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25285 FILM NUMBER: 06693665 MAIL ADDRESS: STREET 1: 2755 CAMPUS DR STREET 2: 3RD FL CITY: SAN MATEO STATE: CA ZIP: 94403-2538 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2006-03-10 1 0001073967 SERENA SOFTWARE INC SRNA 0001208742 STRIMAITIS VITA 2755 CAMPUS DRIVE, 3RD FLOOR SAN MATEO CA 94403-2538 0 1 0 0 Sr. VP, General Counsel & Sec. Common Stock 2006-03-10 4 D 0 4383 24 D 0 D Incentive Stock Option (right to buy) 9.07 2006-03-10 4 D 0 7704 14.93 D 2006-03-10 2012-08-14 Common Stock 7704 0 D Incentive Stock Option (right to buy) 14.66 2006-03-10 4 D 0 834 9.34 D 2006-03-10 2013-02-19 Common Stock 834 0 D Incentive Stock Option (right to buy) 16.08 2006-03-10 4 D 0 4285 7.92 D 2006-03-01 2012-03-01 Common Stock 4285 0 D Incentive Stock Option (right to buy) 16.62 2006-03-10 4 D 0 2606 7.38 D 2006-03-10 2014-05-19 Common Stock 2606 0 D Incentive Stock Option (right to buy) 22.67 2006-03-10 4 D 0 5121 1.33 D 2006-03-10 2014-02-18 Common Stock 5121 0 D Incentive Stock Option (right to buy) 30.937 2006-03-10 4 D 0 11258 0 D 2005-01-18 2011-01-18 Common Stock 11258 0 D Non-Qualified Stock Option (right to buy) 9.07 2006-03-10 4 D 0 11049 14.93 D 2006-03-10 2012-08-14 Common Stock 11049 0 D Non-Qualified Stock Option (right to buy) 14.66 2006-03-10 4 D 0 9167 9.34 D 2006-03-10 2013-02-19 Common Stock 9167 0 D Non-Qualified Stock Option (right to buy) 16.08 2006-03-10 4 D 0 3216 7.92 D 2006-03-01 2012-03-01 Common Stock 3216 0 D Non-Qualified Stock Option (right to buy) 16.62 2006-03-10 4 D 0 22394 7.38 D 2006-03-10 2014-05-19 Common Stock 22394 0 D Non-Qualified Stock Option (right to buy) 22.52 2006-03-10 4 D 0 50000 1.48 D 2006-03-10 2015-02-24 Common Stock 50000 0 D Non-Qualified Stock Option (right to buy) 22.67 2006-03-10 4 D 0 24879 1.33 D 2006-03-10 2014-02-18 Common Stock 24879 0 D Non-Qualified Stock Option (right to buy) 30.937 2006-03-10 4 D 0 63742 0 D 2005-01-18 2011-01-18 Common Stock 63742 0 D In connection with the merger of Spyglass Merger Corp. with and into the Issuer, shares of the Issuer's common stock were converted into the right to receive $24.00 per share in cash, without interest. These options were tendered by the Reporting Person to the Issuer in connection with the Offer to Purchase from Eligible Employees All Outstanding Eligible Options to Purchase Common Stock for Cash (such Offer, an exhibit to the Schedule TO initially filed by the Issuer with the Commission on 2/2/06), which Offer expired on 3/10/06. All tendered options were cancelled and the Issuer paid to the Reporting Person with respect to all of the options tendered a cash amount equal to the greater of the following, less any applicable tax withholdings, (i) the aggregate "spread value" of all of such options tendered by such holder, with the spread value for such option being equal to the product of (x) the excess, if any, of $24.00 per share over the per share exercise price of such option multiplied by (y) the number of shares of the Issuer's common stock issuable upon exercise of such option and (ii) $500. Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 8/14/03 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 8/14/03 until 8/14/06, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable. Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 2/19/04 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 2/19/04 until 2/19/07, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable. Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 5/19/05 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 5/19/05 until 5/19/08, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable. Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 2/18/05 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 2/18/05 until 2/18/08, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable. Prior to 3/10/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 2/24/06 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-month anniversary of 2/24/06 until 2/24/09, at which time such option would be fully vested and exercisable. Immediately prior to the effective time of the merger of Spyglass Merger Corp. with and into the Issuer, the option became fully vested and exercisable with respect to all shares underlying such option that were not previously vested and exerciable. VITA A. STRIMAITIS 2006-03-16 -----END PRIVACY-ENHANCED MESSAGE-----