- Statement of Changes in Beneficial Ownership (4)
24 Fevereiro 2011 - 3:28PM
Edgar (US Regulatory)
FORM 4
[
X
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Guider John P
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2. Issuer Name
and
Ticker or Trading Symbol
COMPELLENT TECHNOLOGIES INC
[
CML
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer
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(Last)
(First)
(Middle)
C/O COMPELLENT TECHNOLOGIES, INC., 7625 SMETANA LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2011
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(Street)
EDEN PRAIRIE, MN 55344
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/10/2011
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G
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V
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72500
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D
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$0.00
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428040
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I
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See Footnote
(1)
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Common Stock
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2/22/2011
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D
(2)
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428040
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D
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$27.75
(3)
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0
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I
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See Footnote
(1)
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Common Stock
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2/22/2011
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D
(2)
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209031
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D
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$27.75
(3)
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0
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I
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See Footnote
(4)
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Common Stock
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2/22/2011
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D
(2)
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181827
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D
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$27.75
(3)
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0
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I
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See Footnote
(5)
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Common Stock
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2/22/2011
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D
(2)
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341935
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D
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$27.75
(3)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$8.64
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2/22/2011
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D
(2)
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81953
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(6)
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2/18/2015
(6)
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Common Stock
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81953
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(6)
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0
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D
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Stock Option (Right to Buy)
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$13.43
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2/22/2011
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D
(2)
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69558
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(6)
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2/16/2016
(6)
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Common Stock
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69558
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(6)
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0
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D
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Stock Option (Right to Buy)
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$15.74
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2/22/2011
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D
(2)
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63670
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(6)
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2/16/2017
(6)
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Common Stock
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63670
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(6)
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0
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D
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Explanation of Responses:
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(
1)
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The shares were held by the John P. Guider Revocable Trust, of which the reporting person is trustee.
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(
2)
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Disposed of pursuant to the Agreement and Plan of Merger dated December 12, 2010 by and among the Issuer, Dell International L.L.C. and Dell Trinity Holdings Corp.(the "Merger Agreement").
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(
3)
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Disposed of pursuant to the Merger Agreement in exchange for $27.75 for each share of the Issuer's common stock held by the Reporting Person.
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(
4)
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The shares were held by the Guider 2009 Grantor Retained Annuity Trust, of which the reporting person is trustee.
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(
5)
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The shares were held by trusts for the benefit of various family members of the reporting person, of which the reporting person is trustee.
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(
6)
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Pursuant to the Merger Agreement, the vested portion of this option was cancelled as of February 22, 2011 in exchange for a cash payment equal to the product of (i) the number of the Issuer's common stock subject to the option multiplied by (ii) the excess of $27.75 over the per share exercise price of the option. Pursuant to the Merger Agreement, the unvested portion of the option was substituted with an option to purchase Common Stock of Dell Inc.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Guider John P
C/O COMPELLENT TECHNOLOGIES, INC.
7625 SMETANA LANE
EDEN PRAIRIE, MN 55344
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X
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Chief Operating Officer
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Signatures
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/s/ Nicole C. Brookshire, as Attorney-in-Fact for John P. Guider
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2/23/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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