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
ARBINET Corp [ ARBX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/18/2011 | ||||||||||||||||||||||||||
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 | 02/18/2011 | M(1) | 18,749(1)(2) | A | $6.52 | 36,422 | D | |||
Common Stock | 02/18/2011 | D(1) | 13,679(1) | A | $9.14 | 22,743(3) | 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 | ||||||||
Stock Appreciation Right | $6.52 | 02/18/2011 | M | 18,749 | (2) | 02/18/2019 | Common Stock | 18,749 | $0 | 0 | D |
Explanation of Responses: |
1. The acquisition of common stock resulted from the exercise of a Stock Appreciation Right settled in stock, which is reportable as the acquisition of the shares exercised (18,749) and the disposition of a portion of the shares exercised to pay the exercise price (13,679), resulting in the net acquisition of 5,070 shares of common stock. The number of shares vested and the exercise price include the effect of a 1-for-4 reverse stock split, which occurred on June 11, 2010. |
2. The Stock Appreciation Right was issued on February 18, 2009 and reported on a Form 4 on February 20, 2009. The Stock Appreciation Right vested monthly on the 18th day of each month in 48 equal installments, beginning March 18, 2009. All terms remain the same other than the pro rata adjustments resulting from the reverse stock split referenced in note 1 above. As of February 18, 2011, the Stock Appreciation Right was vested as to 18,749 shares of common stock at an exercise price of $6.52 per share. |
3. Includes the effect of a 1-for-4 reverse stock split, which was effected on June 11, 2010, upon the reporting person's holdings of (a) 15,000 (split-adjusted) restricted stock units that vest in equal parts on each of April 1, 2011, April 1, 2012 and April 1, 2013; (b) 583 (split-adjusted) shares of restricted stock that vest on June 19, 2011; and (c) 7,160 (split-adjusted) shares of unrestricted common stock. |
/s/ Christie A. Hill, Attorney-in-Fact | 02/23/2011 | |
** 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. |