- Statement of Changes in Beneficial Ownership (4)
July 23 2010 - 5:31PM
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
*
MEDEIROS MATTHEW
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2. Issuer Name
and
Ticker or Trading Symbol
SONICWALL INC
[
SNWL
]
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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)
President & CEO
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(Last)
(First)
(Middle)
C/O SONICWALL, INC., 2001 LOGIC DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/23/2010
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(Street)
SAN JOSE, CA 95124
(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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7/23/2010
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D
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171874
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D
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$11.50
(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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Employee Stock Option (Right to buy)
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$3.38
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7/23/2010
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D
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1934760
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(2)
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12/13/2012
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Common Stock
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1934760
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$0
(2)
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0
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D
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Employee Stock Option (Right to buy)
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$5.19
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7/23/2010
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D
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211466
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(3)
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5/2/2015
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Common Stock
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211466
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$0
(3)
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0
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D
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Employee Stock Option (Right to buy)
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$8.56
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7/23/2010
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D
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300000
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(4)
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6/5/2016
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Common Stock
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300000
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$0
(4)
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0
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D
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Employee Stock Option (Right to buy)
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$8.78
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7/23/2010
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D
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300000
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(5)
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2/9/2017
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Common Stock
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300000
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$0
(5)
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0
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D
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Employee Stock Option (Right to buy)
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$7.86
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7/23/2010
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D
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414050
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(6)
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5/14/2018
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Common Stock
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414050
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$0
(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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Disposed of pursuant to the Agreement and Plan of Merger, dated June 2, 2010, between the Issuer, PSM Holdings 2, Inc. ("Parent") and PSM Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer and the Issuer was acquired by Parent (the "Merger").
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(
2)
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This option, which was originally granted for 2,400,000 shares, of which 465,240 shares were previously exercised, and which provided for vesting as to 1/4 of the shares on March 17, 2004 and as to 1/48 of the shares on each one month anniversary thereafter, was canceled in the Merger in exchange for a cash amount equal to the net value of the exercise price and the $11.50 per share Merger consideration.
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(
3)
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This option, which was originally granted for 250,000 shares, of which 38,534 shares were previously exercised, and which provided for vesting as to 1/4 of the shares on May 2, 2006 and as to 1/48 of the shares on each one month anniversary thereafter, was canceled in the Merger in exchange for a cash amount equal to the net value of the exercise price and the $11.50 per share Merger consideration.
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(
4)
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This option, which provided for vesting as to 1/48 of the shares on July 5, 2006 and each one month anniversary thereafter, was canceled in the Merger in exchange for a cash amount equal to the net value of the exercise price and the $11.50 per share Merger consideration.
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(
5)
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This option, which provided for vesting as to 1/48 of the shares on March 9, 2007 and each one month anniversary thereafter, was fully accelerated as to vesting and canceled in the Merger in exchange for a cash amount equal to the net value of the exercise price and the $11.50 per share Merger consideration.
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(
6)
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This option, which provided for vesting as to 30% of the shares on November 14, 2009 and as to 1/42 of the remainder of the shares on each one month anniversary thereafter, was fully accelerated as to vesting and canceled in the Merger in exchange for a cash amount equal to the net value of the exercise price and the $11.50 per share Merger consideration.
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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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MEDEIROS MATTHEW
C/O SONICWALL, INC.
2001 LOGIC DRIVE
SAN JOSE, CA 95124
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X
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President & CEO
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Signatures
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/s/ Frederick M. Gonzalez, attorney-in-fact for Matthew Medeiros
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7/23/2010
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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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