4//SEC Filing
Gianforte Greg R 4
Accession 0001179110-12-001070
CIK 0001111247other
Filed
Jan 24, 7:00 PM ET
Accepted
Jan 25, 9:40 PM ET
Size
25.9 KB
Accession
0001179110-12-001070
Insider Transaction Report
Form 4
Gianforte Greg R
DirectorChairman, CEO and President10% OwnerOther
Transactions
- Disposition to Issuer
Common Stock
2012-01-25$43.00/sh−2,160,224$92,889,632→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-25−145,000→ 0 totalExercise: $14.91Exp: 2020-02-08→ Common Stock (145,000 underlying) - Other
Common Stock
2011-11-11−45,332→ 59,708 total(indirect: By Trust) - Other
Common Stock
2011-11-11+45,332→ 45,332 total - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-25−125,000→ 0 totalExercise: $8.38Exp: 2019-02-10→ Common Stock (125,000 underlying) - Gift
Common Stock
2011-11-11−59,708→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2012-01-25$43.00/sh−904,521$38,894,403→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2012-01-25$43.00/sh−45,332$1,949,276→ 0 total - Disposition to Issuer
Common Stock
2012-01-25$43.00/sh−409,804$17,621,572→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-25−145,000→ 0 totalExercise: $27.08Exp: 2021-02-25→ Common Stock (145,000 underlying)
Gianforte Susan
Other
Transactions
- Other
Common Stock
2011-11-11−45,332→ 59,708 total(indirect: By Trust) - Gift
Common Stock
2011-11-11−59,708→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2012-01-25$43.00/sh−45,332$1,949,276→ 0 total - Other
Common Stock
2011-11-11+45,332→ 45,332 total - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-25−145,000→ 0 totalExercise: $14.91Exp: 2020-02-08→ Common Stock (145,000 underlying) - Disposition to Issuer
Common Stock
2012-01-25$43.00/sh−904,521$38,894,403→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-25−145,000→ 0 totalExercise: $27.08Exp: 2021-02-25→ Common Stock (145,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2012-01-25−125,000→ 0 totalExercise: $8.38Exp: 2019-02-10→ Common Stock (125,000 underlying) - Disposition to Issuer
Common Stock
2012-01-25$43.00/sh−409,804$17,621,572→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2012-01-25$43.00/sh−2,160,224$92,889,632→ 0 total(indirect: By Trust)
Footnotes (12)
- [F1]Represents automatic distribution to Greg R. Gianforte in satisfaction of the automatic annual annuity distribution obligation of the grantor retained annuity trust.
- [F10]The option vests and becomes exercisable in eight equal semi-annual installments beginning August 10, 2009. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 70,718 shares of Oracle common stock for an exercise price of $5.56 per share.
- [F11]The option vests and becomes exercisable in eight equal semi-annual installments beginning August 8, 2010. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 136,722 shares of Oracle common stock for an exercise price of $9.89 per share.
- [F12]The option vests and becomes exercisable in eight equal semi-annual installments beginning August 25, 2011. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 191,412 shares of Oracle common stock for an exercise price of $17.95 per share.
- [F2]Represents automatic distribution to the remaindermen in satisfaction of the automatic annuity distribution obligation of the grantor retained annuity trust.
- [F3]No consideration of any kind was received for the gift.
- [F4]by Greg R. Gianforte
- [F5]Pursuant to the Agreement and Plan of Merger, dated as of October 23, 2011 (the "Merger Agreement"), by and among RightNow Technologies, Inc. ("RightNow"), OC Acquisition LLC ("Parent"), a Delaware limited liability company and wholly-owned subsidiary of Oracle Corporation ("Oracle"), and Rhea Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent, each share of RightNow common stock was exchanged for $43.00 in cash, without interest and less any applicable withholding taxes.
- [F6]Excludes 2,938 shares previously reported as beneficially owned indirectly by the charitable remainder unitrust which were automatically distributed on December 31, 2011 to the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, Tenants in Common, in satisfaction of the automatic annuity distribution obligation of the charitable remainder unitrust.
- [F7]Excludes 10,605 shares previously reported as beneficially owned indirectly by the charitable remainder unitrust which were automatically distributed on December 31, 2011 to the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, Tenants in Common, in satisfaction of the automatic annuity distribution obligation of the charitable remainder unitrust.
- [F8]Includes 2,938 shares previously reported as beneficially owned indirectly by the Gianforte Charitable Remainder Unitrust #1 and 10,605 shares previously reported as beneficially owned indirectly by the Gianforte Charitable Remainder Unitrust #2, which were automatically distributed to the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, Tenants in Common, in satisfaction of the automatic annuity distribution obligation of the charitable remainder unitrusts.
- [F9]By the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, tenants in common. Mr. Gianforte and his spouse, Susan Gianforte, are co-trustees of the trusts.
Documents
Issuer
RIGHTNOW TECHNOLOGIES INC
CIK 0001111247
Entity typeother
Related Parties
1- filerCIK 0001298988
Filing Metadata
- Form type
- 4
- Filed
- Jan 24, 7:00 PM ET
- Accepted
- Jan 25, 9:40 PM ET
- Size
- 25.9 KB