0001127602-13-027042.txt : 20130912 0001127602-13-027042.hdr.sgml : 20130912 20130912131053 ACCESSION NUMBER: 0001127602-13-027042 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130910 FILED AS OF DATE: 20130912 DATE AS OF CHANGE: 20130912 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BMC SOFTWARE INC CENTRAL INDEX KEY: 0000835729 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 742126120 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042-2827 BUSINESS PHONE: 7139188800 MAIL ADDRESS: STREET 1: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042-2827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bergdoll Edwin Brian CENTRAL INDEX KEY: 0001577799 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16393 FILM NUMBER: 131093525 MAIL ADDRESS: STREET 1: 2101 CITYWEST BLVD. CITY: HOUSTON STATE: TX ZIP: 77042 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2013-09-10 1 0000835729 BMC SOFTWARE INC BMC 0001577799 Bergdoll Edwin Brian 2101 CITYWEST BLVD. HOUSTON TX 77042 1 Sr VP of Sales Common Stock 2013-09-10 4 D 0 27312 46.25 D 0 D Employee Stock Option (Right to Buy) 39.295 2013-09-10 4 D 0 7313 D 2014-06-06 Common Stock 7313 0 D Performance-based Market Stock Units 2013-09-10 4 D 0 10699 D Common Stock 10699 0 D Performance-based Market Stock Units 2013-09-10 4 D 0 7738 D Common Stock 7738 0 D Performance-based Market Stock Units 2013-09-10 4 D 0 7708 D Common Stock 7708 0 D Performance-based Market Stock Units 2013-09-10 4 D 0 2837 D Common Stock 2837 0 D Stock option award under the BMC Software, Inc. 2007 Incentive Plan. Fully exercisable. These options were cancelled in the merger in exchange for a cash payment equal to the product of (a) the number of shares of common stock covered by the option multiplied by (b) the difference between the merger consideration of $46.25 per share and the exercise price of the option. Each performance-based market stock unit (MSU) represents the right to receive, following vesting, up to 150% of one share of BMC common stock. The actual number of shares of BMC common stock acquired upon vesting of the performance-based MSUs can range from 0% to 150% of the number of MSUs awarded and is contingent upon the achievement of pre-established performance metrics, as approved by BMC's Compensation Committee. One half of the performance-based MSUs are subject to vesting two years after the award date, and one half are subject to vesting three years after the award date. Unless earlier forfeited under the terms of the performance-based MSU award agreement, each performance-based MSU converts into up to 150% of one share of BMC common stock based upon performance vesting. One half of the performance-based MSUs will vest based upon performance over a two year period ending two years after the award date, and one half of the performance-based MSUs will vest based upon performance over a three year period ending three years after the award date. These performance-based market stock units were fully vested at the effective time of the merger and cancelled in exchange for a cash payment equal to the product of the number of stock units multiplied by the merger consideration of $46.25 per share. /s/Christopher C. Chaffin, Attorney-in-Fact for Edwin Brian Bergdoll 2013-09-12