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
SIRF TECHNOLOGY HOLDINGS INC [ SIRF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/06/2006 | ||||||||||||||||||||||||||
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 | 07/06/2006 | M | 5,281 | A | $13.6 | 1,116,392 | D | |||
Common Stock | 07/06/2006 | M | 5,209 | A | $13.07 | 1,121,601 | D | |||
Common Stock-Banatao Living Trust DTD 7/21/99 | 07/06/2006 | X | 7,692 | A | $6.5 | 740,006 | I | by Trust | ||
Common Stock-Tallwood Partners LLC | 07/06/2006 | X | 7,692 | A | $6.5 | 1,167,178 | I | by Corporation | ||
Common Stock - Tallwood Investment Trust III | 258,000 | I | by Trust | |||||||
Common Stock-Banatao Heritage Trust U/A DTD 5/7/01 | 54,000 | I | by Trust | |||||||
Common Stock-Tallwood Investment Trust I | 244,000 | I | by Trust | |||||||
Common Stock-Tallwood Investment Trust II | 400,000 | I | by Trust | |||||||
Common Stock-Tallwood Investment Trust IV | 140,000 | I | by Trust |
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) | $13.07 | 07/06/2006 | M | 5,209 | 06/30/2005(1) | 06/30/2014 | Common Stock | 5,209 | $0 | 25,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $13.6 | 07/06/2006 | M | 5,281 | 05/18/2006(2) | 05/18/2015 | Common Stock | 5,281 | $0 | 14,219 | D | ||||
Warrant (right to buy) | $6.5 | 07/06/2006 | X | 7,692 | 07/06/2006 | 12/03/2006 | Common Stock-Tallwood Partners LLC | 7,692 | $0 | 0 | I | by Corporation | |||
Warrant (right to buy) | $6.5 | 07/06/2006 | X | 7,692 | 07/06/2006 | 12/03/2006 | Common Stock-Banatao Living Trust DTD 7/21/99 | 7,692 | $0 | 0 | I | by Trust | |||
Non-Qualified Stock Option (right to buy) | $36.22 | 05/04/2007(3) | 05/04/2016 | Common Stock | 18,000 | 18,000 | D | ||||||||
Put Option (right to sell) | (4) | (4) | 03/01/2008 | Common Stock - Tallwood Investment Trust III | 258,000 | 258,000 | I | by Trust | |||||||
Put Option (right to sell) | $0(5) | (5) | 08/17/2007 | Common Stock-Tallwood Investment Trust I | 400,000 | 400,000 | I | by Trust | |||||||
Put Option (right to sell) | (6) | (6) | 11/19/2007 | Common Stock-Tallwood Investment Trust II | 400,000 | 400,000 | I | by Trust | |||||||
Put Option (right to sell) | (7) | (7) | 06/01/2008 | Common Stock-Tallwood Investment Trust IV | 140,000 | 140,000 | I | by Trust |
Explanation of Responses: |
1. Of such 50,000 shares, vests as to 12,500 shares on 6/30/05 and monthly thereafter 6/30/05 to 6/30/08. Option becomes exercisable as it vests. |
2. Of such 19,500 shares, vests as to 4,875 shares on 5/18/06 and monthly thereafter from 5/18/06 to 5/18/09. Option becomes exercisable as it vests. |
3. Option vests 100% on 5/4/2007. Option becomes exercisable once vested. |
4. The Reporting Person reports indirect ownership of a pre-paid forward contract (Right to Sell) held by Tallwood Investment Trust III entered into on 2/28/06 with a settlement date on March 1, 2008. The contract provides that the Trust deliver a certain number of shares at the end of the contract depending on the Issuer's common stock price on each such date. In lieu of delivery shares, the Trust may elect a cash settlement. Exact pricing terms are determined in accordance with the contract. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest. |
5. The Reporting Person reports indirect ownership of a pre-paid forward contract (Right to Sell) held by Tallwood Investment Trust I entered into on 8/18/05 with a settlement date on August 17, 2007. The contract provides that the Trust deliver a certain number of shares at the end of the contract depending on the Issuer's common stock price on each such date. In lieu of delivery shares, the Trust may elect a cash settlement. Exact pricing terms are determined in accordance with the contract. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest. |
6. The Reporting Person reports indirect ownership of a pre-paid forward contract (Right to Sell) held by Tallwood Investment Trust II entered into on 11/18/05 with a settlement date on November 19, 2007. The contract provides that the Trust deliver a certain number of shares at the end of the contract depending on the Issuer's common stock price on each such date. In lieu of delivery shares, the Trust may elect a cash settlement. Exact pricing terms are determined in accordance with the contract. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest. |
7. The Reporting Person reports indirect ownership of a pre-paid forward contract (Right to Sell) held by Tallwood Investment Trust IV entered into on 5/31/06 with a settlement date on June 1, 2008. The contract provides that the Trust deliver a certain number of shares at the end of the contract depending on the Issuer's common stock price on each such date. In lieu of delivery shares, the Trust may elect a cash settlement. Exact pricing terms are determined in accordance with the contract. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest. |
By: Dennis Bencala For: Diosdado Banatao | 07/07/2006 | |
** 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. |