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
C-COR INC [ CCBL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/14/2007 | ||||||||||||||||||||||||||
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 | 12/14/2007 | D | 3,065.176 | D | (1) | 0 | I(2) | 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 | ||||||||
Stock Option (right to buy) | $22 | 12/14/2007 | D | 15,000 | (3) | 05/22/2008 | Common Stock | 15,000 | (3) | 0 | D | ||||
Stock Option (right to buy) | $8.8 | 12/14/2007 | D | 3,750 | (4) | 06/14/2012 | Common Stock | 3,750 | (4) | 0 | D | ||||
Stock Option (right to buy) | $7.85 | 12/14/2007 | D | 15,000 | (4) | 10/11/2012 | Common Stock | 15,000 | (4) | 0 | D | ||||
Stock Option (right to buy) | $6.84 | 12/14/2007 | D | 7,500 | (4) | 06/28/2013 | Common Stock | 7,500 | (4) | 0 | D | ||||
Stock Option (right to buy) | $7.84 | 12/14/2007 | D | 15,000 | (4) | 07/04/2014 | Common Stock | 15,000 | (4) | 0 | D | ||||
Stock Option (right to buy) | $14.4 | 12/14/2007 | D | 15,000 | (4) | 07/01/2015 | Common Stock | 15,000 | (4) | 0 | D | ||||
Phantom Stock Units | (5) | 12/14/2007 | D | 625.612 | (6) | (6) | Common Stock | 625.612 | (7) | 0 | I | By Trust |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among C-COR Incorporated, ARRIS Group, Inc. ("ARRIS") and Air Merger Subsidiary, Inc., dated as of September 23, 2007, each share of C-COR Incorporated common stock was exchanged for either $13.75 in cash, without interest, or 1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with the proration procedures contained in the Merger Agreement. |
2. Represents shares held through C-COR Incorporated's qualified 401(k) retirement plan. |
3. This option, which was fully vested, was assumed by ARRIS in the merger and replaced with an option for a number of shares of ARRIS common stock determined by multiplying the number of shares of the underlying option by 1.1464, and with an exercise price determined by dividing the exercise price of the underlying option by 1.1464. |
4. This option, which became fully vested at the effective time of the merger, was assumed by ARRIS in the merger and replaced with an option for a number of shares of ARRIS common stock determined by multiplying the number of shares of the underlying option by 1.1464, and with an exercise price determined by dividing the exercise price of the underlying option by 1.1464. |
5. Acquired at various prices through C-COR Incorporated's non-qualified retirement savings and profit sharing plan. |
6. Dates not yet known. These derivative securities are exercisable upon the Reporting Person's retirement and may be taken in the form of stock or cash. |
7. Pursuant to the Merger Agreement, each Phantom Stock Unit was assumed by ARRIS in the merger and was converted into the right to receive an amount equal to either $13.75 in cash, without interest, or 1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with the proration procedures contained in the Merger Agreement. This amount may be taken in the form of stock or cash. |
/s/ Mary G. Beahm | 12/18/2007 | |
** 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. |