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