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
COMVERSE TECHNOLOGY INC/NY/ [ CMVT.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2008 | ||||||||||||||||||||||||||
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 | 12/03/2008 | A | 10,000(1) | A | (2) | 14,420(3) | D | |||
Common Stock | 3,279,643 | I | _(4) |
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 |
Explanation of Responses: |
1. Represents shares of Comverse Common Stock deliverable in settlement of an award of deferred stock units granted on December 3, 2008, with such shares to vest and be delivered on January 1, 2010, provided, that, if on January 1, 2010 there is no effective registration statement on Form S-8 in respect of such shares, such shares will be deliverable to the grantee on the first date within calendar year 2010 on which such shares are the subject of an effective registration statement on Form S-8 and no resale restrictions apply, but in no event later than December 31, 2010. |
2. Not applicable. |
3. Includes 10,000 shares of Comverse Common Stock deliverable in settlement of unvested award of deferred stock units. Excludes shares deliverable in settlement of awards of deferred stock units reported as derivative securities in Table II in prior filings. |
4. The reporting person is the (i) Managing Member of CF Advisors, LLC, a Delaware limited liability company and the general partner of each of Amici Associates L.P., The Collectors' Fund, L.P., LightPath Capital, L.P. and Amici Qualified Associates, L.P. (collectively, the "Partnerships"), (ii) Managing Member of Porter, Orlin LLC, a Delaware limited liability company and the investment advisor to each of the Partnerships, and (iii) the Managing Member of Amici Capital LLC, which is the investment management entity for Amici Fund International, Ltd. ("Amici Ltd.") and is an affiliate of Porter, Orlin LLC. The Partnerships and Amici Ltd. own certain securities of the Company, all of which are subject to the shared voting and investment authority of the reporting person, among others. The reporting person's interest in the securities reported on Table I herein is limited to the extent of his pecuiary interest in the Partnerships and Amici Ltd., if any. |
Remarks: |
See Exhibit 24. |
/s/ Shefali Shah, as Atorney-in-Fact for Alexander A. Porter, Jr. | 12/05/2008 | |
** 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. |