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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
TERADATA CORP /DE/ [ TDC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 10/01/2007 | A | 107,833 | A | $0(1) | 126,771(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Employee Stock Option | $27.98 | 10/01/2007 | A | 228,386 | (3) | 10/01/2017 | Common Stock | 228,386 | $0(4) | 228,386 | D | ||||
Employee Stock Option | $7.37 | 10/01/2007 | A | 10,515 | (5) | 08/04/2013 | Common Stock | 10,515 | $0(6) | 10,515 | D | ||||
Employee Stock Option | $12.21 | 10/01/2007 | A | 18,552 | (5) | 03/01/2014 | Common Stock | 18,552 | $0(7) | 18,552 | D | ||||
Employee Stock Option | $21.01 | 10/01/2007 | A | 29,031 | (12) | 03/01/2015 | Common Stock | 29,031 | $0(8) | 29,031 | D | ||||
Employee Stock Option | $20.84 | 10/01/2007 | A | 38,722 | (13) | 02/13/2016 | Common Stock | 38,722 | $0(9) | 38,722 | D | ||||
Employee Stock Option | $24.87 | 10/01/2007 | A | 36,776 | (10) | 03/01/2017 | Common Stock | 36,776 | $0(11) | 36,776 | D |
Explanation of Responses: |
1. These shares of time-based restricted stock were granted by the issuer in substitution of 58,123 shares of time-based restricted stock of NCR Corporation ("NCR") in connection with the spin-off of the issuer by NCR (the "Spin-Off") pursuant to which, on September 30, 2007, NCR distributed one share of the issuer's common stock for every one share of NCR common stock held as of the close of business on September 14, 2007. |
2. Includes shares of common stock acquired as a result of the distribution of issuer common stock in connection with the Spin-Off. |
3. This option vests in four equal annual installments beginning on October 1, 2008. |
4. Stock option granted in connection with the Spin-Off. |
5. This option is fully exercisable. |
6. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 5,668 shares of common stock of NCR Corporation at an exercise price of $13.67. |
7. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 10,000 shares of common stock of NCR Corporation at an exercise price of $22.65. |
8. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 15,648 shares of common stock of NCR Corporation at an exercise price of $38.97. |
9. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 20,872 shares of common stock of NCR Corporation at an exercise price of $38.645. |
10. This option vests in four equal annual installments beginning on March 1, 2008. |
11. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 19,823 shares of common stock of NCR Corporation at an exercise price of $46.13. |
12. This option vests in four equal annual installments beginning on March 1, 2006. |
13. This option vests in four equal annual installments beginning on February 13, 2007. |
/s/ Margaret A. Treese, Attorney-in-fact for Michael Koehler | 10/03/2007 | |
** 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. |