Insightful Corp - Statement of Changes in Beneficial Ownership (4)
September 03 2008 - 8:58PM
Edgar (US Regulatory)
FORM 4
[
X
]
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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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
*
COOMBS JEFFREY E
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2. Issuer Name
and
Ticker or Trading Symbol
INSIGHTFUL CORP
[
IFUL
]
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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 Executive Officer
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(Last)
(First)
(Middle)
1700 WESTLAKE AVE. N., SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/3/2008
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(Street)
SEATTLE, WA 98109
(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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9/3/2008
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D
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14120
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D
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$1.87
(1)
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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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$1.17
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9/3/2008
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D
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17250
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2/2/2003
(2)
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12/6/2012
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Common stock
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17250
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$0
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0
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D
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Stock option (right to buy)
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$1.13
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9/3/2008
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D
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225000
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11/5/2003
(3)
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5/5/2013
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Common stock
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225000
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$0
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0
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D
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Stock option (right to buy)
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$2.43
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9/3/2008
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D
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425000
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7/22/2004
(3)
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1/22/2014
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Common stock
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425000
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$0
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0
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D
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Stock option (right to buy)
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$2.63
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9/3/2008
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D
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150000
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3/7/2008
(4)
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3/5/2015
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Common stock
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150000
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$0
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0
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D
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Stock option (right to buy)
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$3.12
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9/3/2008
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D
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100000
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3/10/2009
(4)
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3/10/2016
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Common stock
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100000
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$0
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0
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D
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Stock option (right to buy)
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$2.45
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9/3/2008
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D
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73000
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3/9/2010
(4)
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3/9/2017
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Common stock
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73000
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$0
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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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At the closing of the merger (the "Merger"), between the issuer and Mineral Acquisition Corporation, a wholly owned subsidiary of TIBCO Software Inc. ("TIBCO"), the shares were converted into the right to receive a per share cash consideration of $1.87.
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(
2)
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Indicates initial vesting date. This option, which provided for vesting at the rate of 5,000 shares on each of February 2, 2003, March 2, 2003 and April 2, 2003, and then 2,500 shares on April 15, 2003, was cancelled in the Merger in exchange for a cash payment of $12,075, representing the number of option shares multiplied by the difference between $1.87 (the per share merger consideration) and the per share option exercise price.
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(
3)
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Indicates initial vesting date. This option, which provided for vesting at the rate of 1/8th on the initial vesting date and 1/16th every three months thereafter, was assumed by TIBCO in the Merger and converted into an option to purchase TIBCO common stock equal to (a) the number of shares of the issuer's common stock subject to the option, multiplied by (b) 0.230778724, at a per share exercise price equal to the quotient obtained by dividing the option's exercise price prior to the Merger by 0.230778724.
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(
4)
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Indicates initial vesting date. This option provided for vesting at the rate of 25% on the initial vesting date and an additional 25% every three months thereafter; provided, however, that 50% of the unvested shares subject to this option vested immediately prior to the effectiveness of the Merger, and the remaining unvested shares subject to this option will vest if Mr. Coombs' employment is terminated other than for cause or as a result of his death or disability, or if Mr. Coombs terminates his employment for good reason, during the twelve-month period following the Merger. This option was assumed by TIBCO in the Merger and converted into options to purchase shares of TIBCO common stock equal to (a) the number of shares of issuer common stock subject to the option multiplied by (b) 0.230778724, at a per share exercise price equal to the quotient obtained by dividing the exercise price of the option immediately prior to the Merger by 0.230778724.
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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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COOMBS JEFFREY E
1700 WESTLAKE AVE. N.
SUITE 500
SEATTLE, WA 98109
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X
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Chief Executive Officer
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Signatures
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/s/ JEFFREY E. COOMBS
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9/3/2008
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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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