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
NEOWARE INC [ NWRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2007 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 09/30/2007 | D | 55,000 | D | (1) | 0 | D |
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 | ||||||||
Stock Option (Right to Buy) | $15.7 | 09/30/2007 | D | 5,000 | (2) | 01/01/2013 | Common Stock | 5,000 | $0.55(3) | 0 | D | ||||
Stock Option (Right to Buy) | $13.1 | 09/30/2007 | D | 2,500 | (4) | 02/28/2013 | Common Stock | 2,500 | $3.15(3) | 0 | D | ||||
Stock Option (Right to Buy) | $13.74 | 09/30/2007 | D | 5,000 | (5) | 01/01/2014 | Common Stock | 5,000 | $2.51(3) | 0 | D | ||||
Stock Option (Right to Buy) | $13.74 | 09/30/2007 | D | 2,500 | (6) | 01/01/2014 | Common Stock | 2,500 | $2.51(3) | 0 | D | ||||
Stock Option (Right to Buy) | $9.26 | 09/30/2007 | D | 7,500 | (7) | 12/01/2014 | Common Stock | 7,500 | $6.99(3) | 0 | D | ||||
Stock Option (Right to Buy) | $11.17 | 09/30/2007 | D | 7,500 | (8) | 11/30/2016 | Common Stock | 7,500 | $5.08(3) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to an Agreement and Plan of Merger between Neoware, Inc., Hewlett-Packard Company and Narwhal Acquisition Corporation, dated as of July 23, 2007, in exchange for a cash payment of $893,750, representing the merger consideration per share ($16.25) of the Neoware, Inc. common stock as of 11:59 p.m. on September 30, 2007, the effective date of the merger, multiplied by the number of shares of Neoware, Inc. common stock disposed of by the reporting person in connection with the merger. |
2. This stock option, which provided for vesting in two equal semi-annual installments beginning July 1, 2003, was vested and converted in the merger into the right to receive a cash payment of $2,750, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. |
3. This amount represents the per share difference between the exercise price of the option and the merger consideration per share of the underlying Neoware, Inc. common stock on the effective date of the merger ($16.25 ). |
4. This stock option, which provided for vesting in three equal annual installments beginning February 28, 2004, was vested and converted in the merger into the right to receive a cash payment of $7,875, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. |
5. This stock option, which provided for vesting in two equal semi-annual installments beginning July 1, 2004, was vested and converted in the merger into the right to receive a cash payment of $12,550, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. |
6. This stock option, which provided for vesting in three equal annual installments beginning January 1, 2005, was vested and converted in the merger into the right to receive a cash payment of $6,275, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. |
7. This stock option, which provided for vesting in two equal semi-annual installments beginning June 1, 2005, was vested and converted in the merger into the right to receive a cash payment of $52,425, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. |
8. This stock option, which provided for vesting in two equal semi-annual installments beginning May 31, 2007, was vested and converted in the merger into the right to receive a cash payment of $38,100, representing the difference between the exercise price of the option and the merger consideration per share ($16.25) of the underlying Neoware, Inc. common stock on the effective date of the merger multiplied by the number of shares of Neoware, Inc. common stock subject to this option disposed of by the reporting person in connection with the merger. |
Remarks: |
Donald Joseph, Attorney-in-Fact for John M. Ryan | 10/01/2007 | |
** 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. |