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
INFORMATICA CORP [ INFA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2012 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 01/31/2012 | P | 489(1) | A | $35.955 | 255,546 | D | |||
Common Stock | 02/01/2012 | A | 8,200(2) | A | $44.06 | 263,746 | D | |||
Common Stock | 02/01/2012 | F | 5,990(3) | D | $44.06 | 257,756(4) | D |
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 | ||||||||
Non-qualified stock option (right to buy) | $44.06 | 02/01/2012 | A | 82,000 | (5) | 02/01/2019 | Common Stock | 82,000 | $0.00 | 82,000 | D | ||||
Performance-Based Restricted Stock Unit | (6) | 02/01/2012 | A | 6,500 | (7) | (7) | Common Stock | 6,500 | $0.00 | 6,500 | D |
Explanation of Responses: |
1. Shares acquired pursuant to the Employee Stock Purchase Plan of Informatica Corporation. |
2. These securities are restricted stock units. Each unit represents the Reporting Person's right to receive one share of common stock. These restricted stock units shall vest at the rate of 1/4th of the shares subject to such restricted stock units as of the first anniversary of the vesting commencement date and 1/4th of the shares subject to such restricted stock units as of each of the subsequent anniversaries of the vesting commencement date thereafter, assuming continued service with the Company on each vesting date. For the purposes of the restricted stock unit grants, the vesting commencement date is 2/1/2012. |
3. These shares were withheld by the Company as required for related tax liability in connection with the vesting of restricted stock units granted in prior years. |
4. Certain of these securities are restricted stock units. Each unit represents the Reporting Person's right to receive one share of Common Stock, subject to the applicable vesting schedule. |
5. These options are exercisable at the rate of 1/48th of the shares subject to such options on each monthly anniversary of the vesting commencement date. Such options have a term of seven years from the date of grant. |
6. Each restricted stock unit represents a contingent right to receive one share of Common Stock. |
7. This performance-based restricted stock unit ("PSRU") award is eligible to vest as follows: (1) 50% of the award is eligible to vest upon achievement of certain performance criteria based on total revenues, and (2) 50% of the award is eligible to vest upon achievement of certain performance criteria based on non-GAAP operating income. The actual PRSU award earned will vest as to 1/4th of the shares on each anniversary of the original grant date. The number of shares reflected is at the target award amount. No PRSUs will be earned below the target level of performance. At or above the target level of performance, the actual number of shares may range from 100% to 150% of the target award amount. |
Remarks: |
/s/Peter McGoff Attorney in fact for Earl E. Fry | 02/02/2012 | |
** 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. |