-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UDe2uZ6wa5Pdr7kMqkJCTKLoBNhMDBNXRH1/6Z3ZYyfKKT4NfY+y/91aFuiu8qPv PkLJRKCFv6QRpTwodKVzFg== 0001181431-10-005002.txt : 20100127 0001181431-10-005002.hdr.sgml : 20100127 20100127183312 ACCESSION NUMBER: 0001181431-10-005002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100126 FILED AS OF DATE: 20100127 DATE AS OF CHANGE: 20100127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCNEALY SCOTT G CENTRAL INDEX KEY: 0001220062 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15086 FILM NUMBER: 10551612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUN MICROSYSTEMS, INC. CENTRAL INDEX KEY: 0000709519 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942805249 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 4150 NETWORK CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 6509601300 MAIL ADDRESS: STREET 1: 4150 NETWORK CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: SUN MICROSYSTEMS INC DATE OF NAME CHANGE: 19920703 4 1 rrd264065.xml FORM 4 X0303 4 2010-01-26 1 0000709519 SUN MICROSYSTEMS, INC. JAVA 0001220062 MCNEALY SCOTT G 4150 NETWORK CIRCLE SANTA CLARA CA 95054 1 0 0 0 Common Stock 2010-01-26 4 D 0 1887 D 0 I See footnote Common Stock 2010-01-26 4 D 0 525 D 0 I See footnote Common Stock 2010-01-26 4 D 0 525 D 0 I See footnote Common Stock 2010-01-26 4 D 0 525 D 0 I See footnote Common Stock 2010-01-26 4 D 0 525 D 0 I See footnote Common Stock 2010-01-26 4 D 0 1350000 D 0 I See footnote Common Stock 2010-01-26 4 D 0 1350000 D 0 I See footnote Employee Stock Option (right to buy) 15.16 2010-01-26 4 D 0 312500 D 2014-07-29 Common Stock 312500 0 D Employee Stock Option (right to buy) 36.56 2010-01-26 4 D 0 50 D 2012-03-19 Common Stock 50 0 D Employee Stock Option (right to buy) 28.28 2010-01-26 4 D 0 200000 D 2012-05-14 Common Stock 200000 0 D Employee Stock Option (right to buy) 50.36 2010-01-26 4 D 0 625000 D 2011-11-07 Common Stock 625000 0 D Employee Stock Option (right to buy) 14.80 2010-01-26 4 D 0 250000 D 2012-07-25 Common Stock 250000 0 D Employee Stock Option (right to buy) 20.40 2010-01-26 4 D 0 500000 D 2017-07-31 Common Stock 500000 0 D Pursuant to the Merger Agreement between the Issuer and Oracle Corporation dated April 19, 2009 (the "Merger Agreement"), each share of JAVA common stock will be exchanged for $9.50 in cash. Shares are held in a California Uniform Transfer to Minors Act account for the benefit of the reporting person's child and for which the reporting person's spouse serves as custodian. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. Shares are held directly in a trust for the reporting person's child and for which the reporting person and his spouse serve as trustees. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. Shares are held directly in a grantor retained annuity trust for which the reporting person serves as trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. Shares are held directly in a grantor retained annuity trust for which the reporting person's spouse serves as trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. The option is fully vested. Pursuant to the Merger Agreement, each option to purchase shares of JAVA common stock will be assumed by Oracle and converted into an option to purchase a number of shares of Oracle common stock equal to the number of shares of JAVA common stock subject to the option multiplied by 0.3849, rounded down to the nearest whole share. The exercise price per share for the assumed option will equal the JAVA per share exercise price divided by 0.3849. The option vests in five equal annual installments beginning on July 31, 2008. This report on Form 4 is one of two reports which relates to the same transaction. /s/ Craig D. Norris, attorney-in-fact 2010-01-26 -----END PRIVACY-ENHANCED MESSAGE-----