- Statement of Changes in Beneficial Ownership (4)
March 02 2012 - 4:41PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
VanDerBosch Karen L
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2. Issuer Name
and
Ticker or Trading Symbol
MAKEMUSIC, INC.
[
MMUS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
COO & CFO
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(Last)
(First)
(Middle)
7615 GOLDEN TRIANGLE DRIVE, SUITE M
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2012
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(Street)
EDEN PRAIRIE, MN 55344-3848
(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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3/2/2012
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M
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1112
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A
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$
0
(1)
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24780
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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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$10.15
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(2)
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1/2/2015
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Common Stock
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20000
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20000
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D
(1)
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Stock Option (Right to Buy)
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$6.14
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(2)
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12/7/2013
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Common Stock
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30000
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30000
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D
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Stock Option (Right to Buy)
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$3.5
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(3)
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1/7/2016
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Common Stock
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15000
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15000
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D
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Stock Option (Right to Buy)
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$4.56
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(4)
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1/31/2017
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Common Stock
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40000
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40000
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D
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Stock Option (Right to Buy)
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$5
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(5)
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11/29/2017
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Common Stock
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25000
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25000
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D
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Restricted Common Stock
(1)
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(1)
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3/2/2012
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M
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1112
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(6)
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(6)
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Common Stock
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1112
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$
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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The Company's Compensation Committee determined that the award previously granted to the Reporting Person on May 21, 2008, upon achievement of performance criteria, would cease to represent Restricted Stock Units and changed the award to a grant of the same number of shares of Restricted Common Stock. The Restricted Common Stock is subject to risks of forfeiture that lapse on the same dates as the Restricted Stock Units would have vested.
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(
2)
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100 % exercisable
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(
3)
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312 shares shall become exercisable on the last day of each month from January 31, 2009, through November 30, 2013, and 336 shares on December 31, 2013.
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(
4)
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833 shares shall become exercisable on the last day of each month from February 28, 2010, through December 31, 2013, and 849 shares shall vest on January 31, 2014.
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(
5)
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520 shares shall become exercisable on the last day of each month from November 30, 2010, through September 30, 2014, and 560 shares on October 31, 2014.
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(
6)
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Risks of forfeiture lapse as to 1,112 Restricted Common Stock on March 2, 2012.
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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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VanDerBosch Karen L
7615 GOLDEN TRIANGLE DRIVE
SUITE M
EDEN PRAIRIE, MN 55344-3848
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COO & CFO
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Signatures
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/s/ Elizabeth M. Dunshee as Attorney-in-Fact for Karen L. VanDerBosch pursuant to Power of Attorney previously filed.
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3/2/2012
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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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