| 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
AVOCENT CORP [ AVCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2009 | ||||||||||||||||||||||||||
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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 | 01/22/2009 | M | 6,419(6) | A | $14.97 | 56,775(4) | D | |||
| Common Stock | 01/22/2009 | D | 567(7) | D | $14.97 | 56,208(4) | D | |||
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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 | ||||||||
| Options (rights to buy) | $52.4375 | 09/18/2000(1) | 09/18/2010 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Options (rights to buy) | $21.77 | 04/15/2002(2) | 04/15/2012 | Common Stock | 76 | 76 | D | ||||||||
| Options (rights to buy) | $27.25 | 03/07/2003(2) | 03/07/2013 | Common Stock | 40,000 | 40,000 | D | ||||||||
| Options (rights to buy) | $40.98 | 02/05/2004(2) | 02/05/2014 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Option (rights to buy) | $28.96 | 08/19/2004(2) | 08/19/2014 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Options (rights to buy) | $26.14 | 06/30/2005(3) | 06/30/2015 | Common Stock | 8,500 | 8,500 | D | ||||||||
| Performance-Share Award with Market Conditions | $14.97 | 01/22/2009 | M | 6,419 | 01/22/2009(5) | 02/19/2018 | Common Stock | 6,419 | $0.00 | 9,627 | D | ||||
| Explanation of Responses: |
| 1. Grant date, 15% vests every six months for the first 12 months, 6.25% vests quarterly for the following 24 months and 5% vests quarterly for the remaining 12 months. |
| 2. Grant date, 25% vests after 6 months and in 10 equal quarterly installments thereafter. The vesting of the unvested options priced at higher then $25.00 vested on December 25, 2005. |
| 3. Grant date, 100% vests on December 31, 2005. |
| 4. Includes time-based and performance-based (now deemed earned) restricted shares awarded on April 27, 2007 and February 19, 2008. 9,015 shares vest on January 1, 2010, and 5,430 shares vest on January 1, 2011. This also includes 8,000 shares of restricted stock units granted on July 14, 2008. These shares vest on the earlier of the first anniversary of the grant date or the closing price of Avocent's common stock being at or above a specified level for each trading day during any consecutive 30 calendar day period. |
| 5. Earned Date; These are Performance Shares granted on February 19, 2008 now deemed earned at fifty percent. 2,140 shares will vest on January 22, 2009 with the remaining two-thirds vesting in equal amounts on January 1, 2010 and January 1, 2011. |
| 6. These are Market-Condition based Performance Shares granted on February 19, 2008 now deemed earned at fifty percent. 2,140 shares will vest on January 22, 2009 with the remaining two-thirds vesting in equal amounts on January 1, 2010 and January 1, 2011. |
| 7. 567 shares were withheld as payment for taxes at the release of restricted shares on January 22, 2009. |
| Richard K. Hempstead Attorney-in-Fact for Samuel F. Saracino | 01/26/2009 | |
| ** 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. | ||