| 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
OPTIUM CORP [ OPTM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2008 | ||||||||||||||||||||||||||
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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 | 08/29/2008 | M(1) | 3,236 | A | $0 | 33,082 | D | |||
| Common Stock | 08/29/2008 | F(2) | 990 | D | $8.99 | 32,092 | D | |||
| Common Stock | 08/29/2008 | D | 32,092 | D | (5) | 0 | 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 | ||||||||
| Restricted Stock Units | $0 | 08/29/2008 | M | 3,236 | (3) | (4) | Common Stock | 3,236 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $2.64 | 08/29/2008 | D | 6,250 | (6) | 07/17/2012 | Common Stock | 6,250 | (6) | 0 | D | ||||
| Stock Option (right to buy) | $0.48 | 08/29/2008 | D | 14,583 | (7) | 04/30/2013 | Common Stock | 14,583 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $0.84 | 08/29/2008 | D | 16,667 | (8) | 02/28/2014 | Common Stock | 16,667 | (8) | 0 | D | ||||
| Stock Option (right to buy) | $0.96 | 08/29/2008 | D | 25,000 | (9) | 04/04/2015 | Common Stock | 25,000 | (9) | 0 | D | ||||
| Stock Option (right to buy) | $9.24 | 08/29/2008 | D | 91,667 | (10) | 04/13/2006 | Common Stock | 91,667 | (10) | 0 | D | ||||
| Stock Option (right to buy) | $20.85 | 08/29/2008 | D | 21,000 | (11) | 03/01/2012 | Common Stock | 21,000 | (11) | 0 | D | ||||
| Restricted Stock Units | $0 | 08/29/2008 | D | 1,900 | (12) | (4) | Common Stock | 1,900 | $0 | 0 | D | ||||
| Restricted Stock Units | $0 | 08/29/2008 | D | 17,187 | (13) | (4) | Common Stock | 17,187 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each unit converted upon vesting into one share of common stock. |
| 2. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. |
| 3. These restricted stock units were granted to the reporting person under the Issuer's 2006 Stock Option Plan. These shares represent the shares which vested. |
| 4. If the reporting person's employment with the Issuer or its subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of restricted stock units granted herein, all unvested stock units shall immediately and automatically be forfeited and returned to the Company. The units automatically vest as long as employment continues, and there is no expiration date. |
| 5. These shares were disposed of pursuant to a merger agreement between the Issuer and Finisar Corporation in exchange for 200,960 shares of Finisar common stock having a market value of $1.45 per share at the close of trading on the effective date of the merger. |
| 6. This option, which was subject to reverse vesting, with 25% vesting on 5/23/2002 and the rest vesting on a monthly basis for the following three years, was assumed by Finisar in the merger and replaced with an option to purchase 39,137 shares of Finisar common stock at an exercise price of $0.43 per share. |
| 7. This option, which was subject to reverse vesting, with 25% vesting on 5/01/2003 and the rest vesting on a monthly basis for the following three years, was assumed by Finisar in the merger and replaced with an option to purchase 91,318 shares of Finisar common stock at an exercise price of $0.08 per share. |
| 8. This option, which was subject to reverse vesting, with 25% vesting on 3/01/2005 and the rest vesting on a monthly basis for the following three years, was assumed by Finisar in the merger and replaced with an option to purchase 104,368 shares of Finisar common stock at an exercise price of $0.14 per share. |
| 9. This option, which was subject to reverse vesting, with 25% vesting on 4/01/2006 and the rest vesting on a monthly basis for the following three years, was assumed by Finisar in the merger and replaced with an option to purchase 156,550 shares of Finisar common stock at an exercise price of $0.16 per share. |
| 10. This option, which was subject to reverse vesting, with 25% vesting on 4/01/2007 and the rest vesting on a monthly basis for the following three years, was assumed by Finisar in the merger and replaced with an option to purchase 574,018 shares of Finisar common stock at an exercise price of $1.48 per share. |
| 11. This option, which vests at a rate of 25% on 3/01/2008 and 2.08% monthly thereafter with the final vesting occurring on 3/01/2011, was assumed by Finisar in the merger and replaced with an option to purchase 131,502 shares of Finisar common stock at an exercise price of $3.33 per share. |
| 12. These restricted stock units, which vest six months from the grant date of 8/25/2008, were assumed by Finisar in the merger and replaced with restricted stock units which, upon vesting, convert into 11,897 shares of Finisar common stock in total. |
| 13. These restricted stock units, which vest quarterly in equal installments over two years, were assumed by Finisar in the merger and replaced with restricted stock units which, upon vesting, convert into 107,624 shares of Finisar common stock in total. |
| /s/ Christopher Brown, attorney-in-fact | 09/03/2008 | |
| ** 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. | ||