-----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, Gdiv9bFT55AeqQVuq4n3hst8d5QilRm3ikFGgqzgKWEQSKFlp5TmJHVEbK6Vp94g oMSQ6YkT7efEgPZqd5s39A== 0001209191-09-015252.txt : 20090310 0001209191-09-015252.hdr.sgml : 20090310 20090310165858 ACCESSION NUMBER: 0001209191-09-015252 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090309 FILED AS OF DATE: 20090310 DATE AS OF CHANGE: 20090310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANDERSON FRED D CENTRAL INDEX KEY: 0001211665 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29597 FILM NUMBER: 09670222 BUSINESS ADDRESS: BUSINESS PHONE: 4089741969 MAIL ADDRESS: STREET 1: C/O APPLE COMPUTER INC STREET 2: 1 INFINITE LOOP CITY: CUPERTINO STATE: CA ZIP: 95014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PALM INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0602 BUSINESS ADDRESS: STREET 1: 950 W. MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4086177000 MAIL ADDRESS: STREET 1: 950 W. MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: PALMONE INC DATE OF NAME CHANGE: 20031029 FORMER COMPANY: FORMER CONFORMED NAME: PALM INC DATE OF NAME CHANGE: 19991203 4 1 c82115_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2009-03-09 0001100389 PALM INC PALM 0001211665 ANDERSON FRED D 2800 SAND HILL ROAD SUITE 160 MENLO PARK CA 94025 1 0 1 0 Common Stock 2009-03-09 4 P 0 8163500 6.00 A 8163500 I See footnote Common Stock 2009-03-09 4 P 0 3166 6.00 A 3166 I See footnote Series C Conv. Preferred Stock, par value $0.001 per share 3.25 2009-03-09 4 S 0 48981 D 2009-01-25 2014-10-24 Common Stock, par value $0.001 per share 15071076 50979 I See footnote Series C Conv. Preferred Stock, par value $0.001 per share 3.25 2009-03-09 4 S 0 19 D 2009-01-25 2014-10-24 Common Stock, par value $0.001 per share 5846 21 I See footnote Warrant (right to buy Common Stock) 3.25 2009-03-09 4 S 0 3428670 D 2009-01-25 2014-10-24 Common Stock, par value $0.001 per share 3428670 3568530 I See footnote Warrant (right to buy Common Stock) 3.25 2009-03-09 4 S 0 1330 D 2009-01-25 2014-10-24 Common Stock, par value $0.001 per share 1330 1470 I See footnote Palm, Inc. (the "Issuer") exercised its right under the Securities Purchase Agreement, dated December 22, 2008, between the Issuer and Elevation Partners, L.P. ("Elevation Partners"), to require Elevation Partners and Elevation Employee Side Fund, LLC ("Side Fund") to sell an aggregate of 49,000 detachable units (a "Unit") in the reported transaction. The Units are being sold in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on March 9, 2009. Elevation Partners and Side Fund agreed to use the proceeds from such sale to purchase shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") from the underwriters for the underwritten secondary offering. Subject to anti-dilution adjustment pursuant to the terms of the Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"). The Series C Preferred Stock is mandatorily redeemable on October 24, 2014. The Series C Preferred Stock is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. This is the number of shares of Common Stock that would have been issuable upon conversion of the Series C Preferred Stock being disposed of as of the date of this filing. These securities are directly owned by Elevation Partners. Elevation Associates, L.P. ("Elevation GP") is the sole general partner of Elevation Partners, and Elevation Associates, LLC ("Elevation LLC") is the sole general partner of Elevation GP. Mr. Anderson is a manager of Elevation LLC. As manager of Elevation LLC, Mr. Anderson may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Anderson disclaims that he is the beneficial owner of such securities, except to the extent of his pecuniary interest therein. These securities are directly owned by Side Fund. Elevation Management, LLC ("Elevation Management") is the sole managing member of Side Fund. Mr. Anderson is a manager of Elevation Management. As a manager of Elevation Management, Mr. Anderson may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Anderson disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Subject to anti-dilution adjustment pursuant to the terms of the Warrants for the purchase of shares of Common Stock (the "Warrants"). This is the number of shares of Common Stock that would have been issuable upon exercise of the Warrants being disposed of as of the date of this filing. The reported securities are included within Units sold by Elevation Partners and Side Fund for a price of $1,000 per Unit. Each Unit consists of one share of the Series C Preferred Stock and a Warrant exercisable for the purchase of 70 shares of Common Stock. /*/ Tracy Hogan, Attorney-in-Fact 2009-03-10 -----END PRIVACY-ENHANCED MESSAGE-----