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
VERSANT CORP [ VSNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/12/1999 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Convertible Subordinated Promissory Note | $1.925 | 07/12/1999 | J(1) | $3,846,550.82 | (1) | (1) | Common Stock | 1,880,000 | (1) | 0 | I | See footnote(1) | |||
Series A Preferred Stock | (6) | 07/12/1999 | J(2) | 902,946 | (2) | (2) | Common Stock | 1,805,892 | (2) | 902,946 | I | See footnote(2) | |||
Series A Preferred Stock | (6) | 07/12/1999 | P | 234,741 | (3) | (3) | Common Stock | 469,482 | (3) | 234,741 | I | See footnote(3) | |||
Warrants to Purchase Common Stock | $2.13 | 07/12/1999 | P | 902,946 | (4) | (4) | Common Stock | 902,946 | (4) | 902,946 | I | See footnote(4) | |||
Warrants to Purchase Common Stock | $2.13 | 07/12/1999 | P | 234,741 | (5) | (5) | Common Stock | 234,741 | $0.125 | 234,946 | I | See footnote(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Reflects conversion of note by Vertex Technology Fund Ltd (VTF) into 902,946 shares of Series A Preferred Stock, also reported on Form 4 filed 8/10/99 (the 1999 Form 4). Note was immediately convertible into 1,880,000 shrs of Com Stk at conversion ratio of $1.925 per share and had maturity date of 10/15/01. Vertex Management (II) Pte Ltd (VM2) could be deemed to have power to vote and dispose of shrs held of record by VTF pursuant to management agreement between VM2 and VTF and related power of attorney. VVH as majority shareholder of VTF may also be deemed to have power to vote and dispose of these shares. VM2 and VVH disclaim beneficial ownership of these shrs except to extent of pecuniary interest therein if any and this rpt shall not be deemed an admission that VVH or VM2 is the beneficial owner of the shares for purposes of Sec 16 or any other purpose. |
2. Reflects acquisition of 902,946 shares of Series A Preferred Stock in exchange for conversion of note, also reported on 1999 Form 4. See footnote 1 for information regarding note and the relationships among VTF, VM2 and VVH. VM2 and VVH disclaim beneficial ownership of these shares, except to the extent of any pecuniary interests therein and this report shall not be deemed an admission that VVH or VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose. |
3. Reflects the purchase of 234,741 shares of Series A Preferred Stock by Vertex Technology Fund (II) Pte Ltd (VTF2), which were then convertible into Common Stock at a two-for-one conversion ratio, at the option of VTF2 or upon the occurrence of certain automatic conversion conditions. These shares were reported on the 1999 Form 4. VM2 could be deemed to have the power to vote and dispose of the shares held of record by VTF2 pursuant to a management agreement between VM2 and VTF2 and a related power of attorney. VVH, as the majority shareholder of VTF2, may also be deemed to have the power to vote and dispose of these shares. VM2 and VVH disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein, if any, and this report shall not be deemed an admission that VVH or VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose. |
4. Reflects the acquisition of immediately exercisable warrants to purchase 902,946 shares of Common Stock by VTF in connection with a preferred stock financing, which were reported on the 1999 Form 4. The warrant had an initial expiration date of July 11, 2004. See footnote 1 for information regarding the relationships among VTF, VM2 and VVH. VM2 and VVH disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein, if any, and this report shall not be deemed an admission that VVH or VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose. |
5. Reflects the acquisition of immediately exercisable warrants to purchase 234,741 shares of Common Stock held by VTF2 in connection with a preferred stock financing, which were reported on the 1999 Form 4. See footnote 3 for information regarding the relationships among VTF2, VM2 and VVH. VM2 and VVH disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein, if any, and this report shall not be deemed an admission that VVH or VM2 is the beneficial owner of the securities for purposes of Section 16 or any other purpose. |
6. 2-for-1 |
Remarks: |
* The Reporting Persons may, together with the reporting persons included in an amended Form 3 filed with the Securities and Exchange Commission on August 10, 1999 by Vertex Technology Fund Ltd and the other entities listed on the attachments thereto (the 1999 Form 3), be deemed to be members of a group within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934. While the Reporting Persons do not concede that such a group has been formed, this filing is being made as if such a group exists to ensure compliance with the Exchange Act. |
Vertex Venture Holdings Ltd By: Tan Mui Hong, Director | 04/19/2005 | |
** 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. |