Statement of Changes in Beneficial Ownership (4)
December 09 2014 - 4:59PM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Nayak Narasimha
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2. Issuer Name
and
Ticker or Trading Symbol
Comverse, Inc.
[
CNSI
]
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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)
SVP, Systems and Solutions
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(Last)
(First)
(Middle)
C/O COMVERSE, INC., 200 QUANNAPOWITT PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/5/2014
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(Street)
WAKEFIELD, MA 01880
(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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12/5/2014
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F
(1)
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517
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D
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$19.01
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26403
(2)
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D
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Common Stock
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12/8/2014
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F
(3)
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1259
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D
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$18.52
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25144
(4)
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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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Explanation of Responses:
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(
1)
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Shares of Comverse common stock purchased by Comverse to cover tax liabilities in connection with the delivery of shares in settlement of one-third (1/3) of a restricted stock unit award issued on December 5, 2012.
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(
2)
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Includes 18,969 shares of Comverse common stock deliverable in settlement of unvested restricted stock unit awards.
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(
3)
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Reporting Person left the employ of Comverse on December 8, 2014 (the "Separation Date"). Shares of Comverse common stock purchased by Comverse to cover tax liabilities in connection with the delivery of shares in settlement of accelerated vesting of restricted stock unit awards issued on December 5, 2012, June 21, 2013, and June 25, 2014, in accordance with the terms of employment letter dated October 3, 2012, between the Reporting Person and Comverse (the "Employment Agreement") and the applicable restricted stock unit award agreements.
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(
4)
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Includes 15,082 shares of Comverse common stock deliverable in settlement of unvested restricted stock unit awards, which will be forfeited by Reporting Person after the Separation Date in accordance with the terms of the Employment Agreement and the applicable restricted stock unit award agreements.
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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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Nayak Narasimha
C/O COMVERSE, INC.
200 QUANNAPOWITT PARKWAY
WAKEFIELD, MA 01880
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SVP, Systems and Solutions
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Signatures
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/s/ Roy Luria as Attorney in Fact for Narasimha Nayak
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12/9/2014
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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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