4//SEC Filing
BMC SOFTWARE INC 4
Accession 0001127602-13-027051
CIK 0000835729operating
Filed
Sep 11, 8:00 PM ET
Accepted
Sep 12, 1:38 PM ET
Size
19.9 KB
Accession
0001127602-13-027051
Insider Transaction Report
Form 4
Tagtow Patrick K.
Sr VP, Gen Counsel & Secretary
Transactions
- Disposition to Issuer
Common Stock
2013-09-10$46.25/sh−8,349$386,141→ 0 total - Disposition to Issuer
Common Stock
2013-09-10$46.25/sh−32,614$1,508,398→ 8,349 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-09-10−7,500→ 0 totalExercise: $19.93Exp: 2015-08-04→ Common Stock (7,500 underlying) - Disposition to Issuer
Performance-based Market Stock Units
2013-09-10−6,835→ 0 total→ Common Stock (6,835 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-09-10−14,000→ 0 totalExercise: $39.30Exp: 2014-06-06→ Common Stock (14,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-09-10−4,000→ 0 totalExercise: $15.47Exp: 2014-07-29→ Common Stock (4,000 underlying) - Disposition to Issuer
Performance-based Market Stock Units
2013-09-10−11,348→ 0 total→ Common Stock (11,348 underlying)
Footnotes (11)
- [F1]Represent shares of common stock which were not sold in the merger and have been rolled over into investment in the new Parent of the Company.
- [F10]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.
- [F11]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.
- [F2]Stock option award under BMC Software, Inc. 2007 Incentive Plan.
- [F3]Vests monthly from grant date of 6/6/2008.
- [F4]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.
- [F5]Stock option grant under BMC Software, Inc. 1994 Employee Incentive Plan.
- [F6]Fully exercisable.
- [F7]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; provided, that any unvested MSUs after two years rollover and are eligible to vest after three years.
- [F8]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; provided, that any unvested MSUs after two years rollover and are eligible to vest after three years.
- [F9]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.
Documents
Issuer
BMC SOFTWARE INC
CIK 0000835729
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000835729
Filing Metadata
- Form type
- 4
- Filed
- Sep 11, 8:00 PM ET
- Accepted
- Sep 12, 1:38 PM ET
- Size
- 19.9 KB