0000873044-11-000060.txt : 20110712
0000873044-11-000060.hdr.sgml : 20110712
20110712215629
ACCESSION NUMBER: 0000873044-11-000060
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110708
FILED AS OF DATE: 20110712
DATE AS OF CHANGE: 20110712
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dagenais Michel A
CENTRAL INDEX KEY: 0001522949
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26844
FILM NUMBER: 11964796
MAIL ADDRESS:
STREET 1: 5445 NE DAWSON CREEK DRIVE
CITY: HILLSBORO
STATE: OR
ZIP: 97124
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RADISYS CORP
CENTRAL INDEX KEY: 0000873044
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
IRS NUMBER: 930945232
STATE OF INCORPORATION: OR
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5445 NE DAWSON CREEK DR
CITY: HILLSBORO
STATE: OR
ZIP: 97124
BUSINESS PHONE: 5036461800
MAIL ADDRESS:
STREET 1: 5445 NE DAWSON CREEK DRIVE
CITY: HILLSBORO
STATE: OR
ZIP: 97124
4
1
edgardoc.xml
PRIMARY DOCUMENT
X0303
4
2011-07-08
0
0000873044
RADISYS CORP
RSYS
0001522949
Dagenais Michel A
5445 NE DAWSON CREEK DRIVE
HILLSBORO
OR
97124
1
1
0
0
CEO
Common Stock
2011-07-08
4
A
0
5526
8.39
A
5526
I
*
Common Stock
2011-07-08
4
A
0
176131
8.39
A
176131
I
by Trust
Non-Qualified Stock Option (right to buy)
8.39
2011-07-08
4
A
0
70000
0
A
2012-07-08
2018-07-08
Common Stock
70000
70000
D
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
2994
0
A
2011-07-16
2019-03-12
Common Stock
2994
2994
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
699
0
A
2011-07-16
2019-03-12
Common Stock
699
3693
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
1652
0
A
2011-07-16
2019-03-12
Common Stock
1652
5345
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
2450
0
A
2011-07-16
2019-03-12
Common Stock
2450
7795
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
34
0
A
2011-07-16
2019-03-12
Common Stock
34
7829
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
4804
0
A
2011-07-12
2019-04-24
Common Stock
4804
4804
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
1121
0
A
2011-07-12
2019-04-24
Common Stock
1121
5925
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
2650
0
A
2011-07-12
2019-04-24
Common Stock
2650
8575
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
3929
0
A
2011-07-12
2019-04-24
Common Stock
3929
12504
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
55
0
A
2011-07-12
2019-04-24
Common Stock
55
12559
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
5459
0
A
2011-07-10
2019-12-10
Common Stock
5459
5459
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
1274
0
A
2011-07-10
2019-12-10
Common Stock
1274
6733
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
3012
0
A
2011-07-10
2019-12-10
Common Stock
3012
9745
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
4465
0
A
2011-07-10
2019-12-10
Common Stock
4465
14210
I
by Trust
Non-Qualified Stock Option (right to buy)
0.38
2011-07-08
4
A
0
62
0
A
2011-07-10
2019-12-10
Common Stock
62
14272
I
by Trust
Non-Qualified Stock Option (right to buy)
0.77
2011-07-08
4
A
0
12796
0
A
2011-07-22
2020-04-22
Common Stock
12796
12796
I
by Trust
Non-Qualified Stock Option (right to buy)
0.77
2011-07-08
4
A
0
3493
0
A
2011-07-22
2020-04-22
Common Stock
3493
16289
I
by Trust
Non-Qualified Stock Option (right to buy)
0.77
2011-07-08
4
A
0
8260
0
A
2011-07-22
2020-04-22
Common Stock
8260
24549
I
by Trust
Non-Qualified Stock Option (right to buy)
0.77
2011-07-08
4
A
0
12246
0
A
2011-07-22
2020-04-22
Common Stock
12246
36795
I
by Trust
Non-Qualified Stock Option (right to buy)
0.77
2011-07-08
4
A
0
170
0
A
2011-07-22
2020-04-22
Common Stock
170
36965
I
by Trust
Restricted Stock Units
0
2011-07-08
4
A
0
30000
0
A
2012-07-08
Common Stock
30000
30000
D
The reporting person, as part of his proportional ownership of CCPUExecutives LLC acquired 5,526 shares of issuer common stock pursuant to the acquisition of Continuous Computing Corporation. On the effective date of the merger, the closing price of the issuer's common stock was $8.39 per share. Of the 5,526 shares issued to the reporting person in the merger, 1,394 shares are being held in escrow and are subject to forfeiture during the eighteen month period following the merger to satisfy any claims arising out of Continuous Computing Corporation breach of any of its representations and warranties in the merger agreement.
Shares for the reporting person are held by CCPUExecutives LLC by the Dagenais Family Trust.
The reporting person acquired 176,131 shares of issuer common stock in exchange for 2,770,073 shares of Continuous Computing Corporation common stock pursuant to the acquisition of Continuous Computing Corporation. On the effective date of the merger, the closing price of the issuer's common stock was $8.39 per share. Of the 176,131 shares issued to the reporting person in the merger, 104,142 shares are being held in escrow and are subject to forfeiture during the eighteen month period following the merger to satisfy any claims arising out of Continuous Computing Corporation breach of any of its representations and warranties in the merger agreement.
Shares for the reporting person are held in the Dagenais Family Trust.
Vesting schedule is one year from the date of grant, option shall be exercisable for one-third of the total option shares and shall be exercisable in monthly increments equal to 1/36th of the total option shares, cumulatively, each month thereafter.
Option is exercisable for 1/18th of the total option shares each month commencing July 16, 2011.
On July 8, 2011, the reporting person received 34,660 stock options to acquire 34,660 shares of issuer common stock in the merger in exchange for employee stock options to acquire 265,625 shares of Continuous Computing Corporation common stock for $0.38 per share.
Option is exercisable for 1/18th of the total option shares each month commencing July 16, 2011 and is a Contingent Assumed Option that will only be released and available for exercise if and to the extent that Per Share Contingent Payment Amounts are paid to former stockholders of Continuous Computing.
Option is exercisable for 1/21st of the total option shares each month commencing July 12, 2011.
Option is exercisable for 1/21st of the total option shares each month commencing July 12, 2011 and is a Contingent Assumed Option that will only be released and available for exercise if and to the extent that Per Share Contingent Payment Amounts are paid to former stockholders of Continuous Computing.
Option is exercisable for 1/30th of the total option shares each month commencing July 10, 2011.
Option is exercisable for 1/30th of the total option shares each month commencing July 10, 2011 and is a Contingent Assumed Option that will only be released and available for exercise if and to the extent that Per Share Contingent Payment Amounts are paid to former stockholders of Continuous Computing.
Option is exercisable for 1/34th of the total option shares each month commencing July 22, 2011.
On July 8, 2011, the reporting person received 36,965 stock options to acquire 36,965 shares of issuer common stock in the merger in exchange for employee stock options to acquire 283,282 shares of Continuous Computing Corporation common stock for $0.77 per share.
Option is exercisable for 1/34th of the total option shares each month commencing July 22, 2011 and is a Contingent Assumed Option that will only be released and available for exercise if and to the extent that Per Share Contingent Payment Amounts are paid to former stockholders of Continuous Computing.
Restricted stock units vest 33% per year on the anniversary of the grant date. One share of Common Stock will be automatically delivered to the reporting person for each restricted stock unit that vests.
N/A
By: Brian Bronson, Attorney-In-Fact For: Michel A. Dagenais
2011-07-12