Novell Inc - Statement of Changes in Beneficial Ownership (4)
January 14 2008 - 12:28PM
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
*
Russell Dana C
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2. Issuer Name
and
Ticker or Trading Symbol
NOVELL INC
[
NOVL
]
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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)
CFO
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(Last)
(First)
(Middle)
1800 S. NOVELL PLACE, SJF-1-100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/10/2008
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(Street)
PROVO, UT 84606
(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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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 to buy
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$3.92
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1/10/2008
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D
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6000
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(1)
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9/10/2011
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Common Stock
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6000.00
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(1)
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26000.00
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D
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Stock Option to buy
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$3.94
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1/10/2008
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A
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6000
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(1)
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9/10/2011
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Common Stock
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6000.00
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(1)
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6000.00
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D
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Stock Option to buy
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$10.68
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1/10/2008
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D
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13000
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(2)
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1/7/2012
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Common Stock
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13000.00
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(2)
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0.00
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D
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Stock Option to buy
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$10.68
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1/10/2008
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A
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13000
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(2)
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1/7/2012
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Common Stock
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13000.00
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(2)
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13000.00
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D
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Explanation of Responses:
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(
1)
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A Form 3 filed on June 28, 2006 reported the grant on September 10, 2001 (the GRANT DATE) of a non-qualified stock option to purchase 32,000 shares of common stock having an exercise price of $3.92 per share (the OPTION). The OPTION vested with respect to 26,000 of the 32,000 shares prior to January 1, 2005. In connection with Novell's voluntary review of its historical stock-based compensation practices, it was determined that the fair market value of Novell's common stock on the GRANT DATE was $3.94. On January 10, 2008, the OPTION was amended with respect to 6,000 shares that had not vested as of January 1, 2005 by increasing the exercise price to $3.94, the fair market value of Novell's common stock on the GRANT DATE, in order to avoid adverse tax consequences under Section 409A of the Internal Revenue Code. The amendment is reported in this Form 4 as a deemed cancellation and regrant of a replacement option to purchase 6,000 shares of Novell common stock.
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(
2)
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A Form 3 filed on June 28, 2006 reported the grant on January 7, 2004 (the GRANT DATE) of a non-qualified stock option to purchase 13,000 shares of common stock having an exercise price of $10.68 per share (the ORIGINAL OPTION). In order to avoid adverse tax consequences under Section 409A of the Internal Revenue Code, the reporting person and Novell agreed to cancel the ORIGINAL OPTION and grant a replacement option (the REPLACEMENT OPTION). The REPLACEMENT OPTION has all of the same terms as the ORIGINAL OPTION, except the grant date is January 10, 2008.
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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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Russell Dana C
1800 S. NOVELL PLACE, SJF-1-100
PROVO, UT 84606
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CFO
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Signatures
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By: /s/Elizabeth DePaola authorized signer for
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1/14/2008
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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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