0000899243-18-028249.txt : 20181105 0000899243-18-028249.hdr.sgml : 20181105 20181105201615 ACCESSION NUMBER: 0000899243-18-028249 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181105 FILED AS OF DATE: 20181105 DATE AS OF CHANGE: 20181105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAHN AVA CENTRAL INDEX KEY: 0001267376 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 181161249 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CA, INC. CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 1-800-225-5224 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-11-05 1 0000356028 CA, INC. CA 0001267376 HAHN AVA 520 MADISON AVENUE NEW YORK NY 10022 0 1 0 0 EVP GC, Corp Sec & CECO Common Stock, $.10 par value 2018-11-05 4 D 0 11337 D 0 D Common Stock, $.10 par value 2018-11-05 4 D 0 30056 D 0 D Employee Stock Option (right to buy) 35.28 2018-11-05 4 D 0 70294 0.00 D 2028-05-15 Common Stock, $.10 par value 70294 0 D This restricted stock award ("RSA") provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. In connection with that certain Agreement and Plan of Merger between the Issuer, Broadcom Inc. ("Broadcom") and Collie Acquisition Corp., dated as of July 11, 2018 (the "Merger Agreement") and pursuant to a letter agreement between the Issuer, Broadcom and the Reporting Person (the "Letter Agreement"), immediately prior to the effective time of the transactions contemplated by the Merger Agreement (the "Merger"), all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings. These securities were restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's Common Stock. The RSUs provided for vesting over three years as follows: 34% on February 15, 2019, 33% on February 15, 2020, and 33% on February 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSUs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSU, less applicable tax withholdings. This option provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings. /s/ Ava M. Hahn by Kristen W. Prohl as Attorney-in-Fact 2018-11-05